Common use of Filing Proofs, Certificates and Other Information Clause in Contracts

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 62 contracts

Samples: Deposit Agreement (Aesthetic Medical International Holdings Group LTD), Deposit Agreement (Hywin Holdings Ltd.), Deposit Agreement (Wanda Sports Group Co LTD)

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Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 29 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 15 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Pinduoduo Inc.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this the Deposit Agreement.

Appears in 13 contracts

Samples: Deposit Agreement (Jinxin Technology Holding Co), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (DiDi Global Inc.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement25), the Delivery delivery of any Deposited Securities Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 11 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 9 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of (a) citizenship or residence, taxpayer status, payment of taxes or other governmental charges or exchange control approval and compliance with all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs laws and regulations concerning Deposited Securities, compliance with applicable laws Securities and the terms of this Deposit Agreement, or (b) the Deposit Agreement identity of any person legally or beneficially interested in the Receipts and Shares and the provisions ofnature of such interest or such information relating to the registration on the books of the Issuer or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties or governingto provide such other information, the Deposited Securities or other information as the Depositary deems or the Issuer may deem necessary or proper or as proper. The Depositary may, and shall, if reasonably requested by the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit AgreementIssuer, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are mademade to the satisfaction of the Depositary or the Issuer, or such other documentation or information provided, in each as the case may be. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary’s , if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under South African laws and regulations, and that any necessary approval has been granted by any governmental body in the Company’s satisfactionRepublic of South Africa which is then performing the function of the regulation of currency exchange or any other function which requires approval for the deposit of Shares. The Depositary shall from time to time on Upon the written request of the Company advise Issuer, the Company Depositary shall provide the Issuer, as promptly as practicable, with copies of all such proofs and certificates and such written representations and warranties and information that the availability of any such proofsDepositary receives, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited permitted by applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit deposit, shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Bilibili Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Puxin LTD), Deposit Agreement (HUYA Inc.), Deposit Agreement (HUYA Inc.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, the Nasdaq Global Market and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder Holders and Beneficial Owner agrees Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositarydocuments, as the Company, the CustodianDepositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Depositary’s or the termination of this Deposit AgreementCustodian’s obligations under applicable law.

Appears in 7 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit deposit, shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide provide, but only to the extent it is legally permitted to do so, any information requested by the Company or the Depositary pursuant to this paragraphparagraph and agrees that should it not be legally permitted to provide such information it shall promptly surrender the relevant American Depositary Shares for the purpose of the withdrawal of the Deposited Securities represented thereby in accordance with Section 2.6 of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Four Seasons Education (Cayman) Inc.), Deposit Agreement (Jianpu Technology Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the ADS Deposit Agreement or the ADS as evidenced by this ADR, and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the ADS Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (2225) hereof or the terms of the Deposit Agreementhereof, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information and documentation or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 6 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or of the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information are provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 6 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms paragraph (26) of Article (22) hereof or the terms of the Deposit Agreementthis ADR, the Delivery delivery of any Deposited Securities Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 5 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information are provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 5 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Tel Aviv stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, unless such disclosure is prohibited by the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Depositary’s or the Custodian’s obligations under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 5 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit deposit, shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may may, withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Huami Corp), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Huami Corp)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 5 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Tel Aviv stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder Holders and Beneficial Owner agrees Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositarydocuments, as the Company, the CustodianDepositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Depositary’s or the termination of this Deposit AgreementCustodian’s obligations under applicable law.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Nano Dimension Ltd./Adr), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, the Nasdaq Global Market and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, unless such disclosure is prohibited by the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Depositary’s or the Custodian’s obligations under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 5 contracts

Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement or such information relating to the registration on the books of the Issuer or the Foreign Registrar, if applicable, of the Shares presented for deposit or other information, to execute such certificates and to make such representations and warranties, as the provisions ofDepositary, or governingthe Issuer upon request to the Depositary, the Deposited Securities or other information as the Depositary deems may deem necessary or proper to comply with applicable laws or as the Company may reasonably require by written request regulations or to enable the Depositary consistent with to perform its obligations under the Deposit Agreement. Pursuant to The Depositary may, and at the Deposit Agreementrequest of the Issuer shall, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. Upon the request and at the expense of the Issuer, the Depositary and the Custodian shall provide the Issuer, in a timely manner, with copies of any such proofs of citizenship or residence, or exchange control approval which it receives or any other information referred to above so requested. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Argentine laws and regulations and any necessary approval has been granted by the governmental authority or body in the Argentine Republic, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other documentation or information provided, in each case instrument satisfactory to the Depositary’s and , which will provide for the Company’s satisfaction. The Depositary shall from time prompt transfer to time on the written request of the Company advise the Company of the availability Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such proofsdeposited Shares, certificates or in lieu thereof, such agreement of indemnity or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof agreement as shall be satisfactory to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder Depositary and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for if the accuracy Shares are registered in the name of the information so provided by person on whose behalf they are presented for deposit, a proxy or proxies entitling the Holders or Beneficial Owners. Every Holder Custodian to vote such deposited Shares for any and Beneficial Owner agrees to indemnify all purposes until the Depositary, Shares are registered in the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any name of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Custodian or the termination of this Deposit Agreementits nominee.

Appears in 4 contracts

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws beneficially interested in the Receipt and the terms nature of such interest or such information relating to the registration on the books of the Deposit Agreement Company or the Share Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the deem necessary or proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. Upon the request of the Company, or the Depositary shall provide the Company, as promptly as practicable, with copies of all such other documentation or information provided, in each case certificates and such written representations and warranties provided to the Depositary’s Depositary under this Article 6 and Section 3.01 of the Company’s satisfactionDeposit Agreement. The Depositary shall Company may from time to time on request Owners or Beneficial Owners to provide information as to the written request of capacity in which such Owners or Beneficial Owners own or owned Receipts and regarding the Company advise the Company of the availability identity of any other persons then or previously interested in such proofs, certificates or Receipts and the nature of such interest and various other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by lawmatters. Each Holder and Owner or Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein No Share shall obligate the Depositary to (i) obtain be accepted for deposit unless accompanied by evidence, if any information for the Company if not provided is required by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, that is reasonably satisfactory to the CompanyDepositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in Brazil, if any, which is then performing the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any function of the foregoing. The obligations regulation of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementcurrency exchange.

Appears in 4 contracts

Samples: Deposit Agreement (Ultrapar Holdings Inc), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company's reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense's expense as promptly as practicable, provide with copies of any information or otherwise make available copies thereof other material which it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Piedmont Lithium LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, . If requested in each case to the Depositary’s and writing by the Company’s satisfaction. The , the Depositary shall from time to time on will provide the written request of Company, as promptly as reasonably practicable and at the Company advise the Company of the availability Company's expense, with copies of any such proofs, certificates or other information and shallthat it receives pursuant to Section 3.1 of the Deposit Agreement, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor extent that disclosure is permitted under applicable law. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the CompanyDepositary or the Custodian in accordance with the provisions of the Deposit Agreement, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Biofrontera AG)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusdate of birth or incorporation, payment holdings of all applicable taxes and/or other governmental chargesAmerican Depositary Shares, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. Each Owner agrees, upon request of the Depositary, to seek from each Beneficial Owner of American Depositary consistent Share registered in the name of such Owner the proof or other information listed above with its obligations under the Deposit Agreementrespect to such Beneficial Owner. Pursuant Each Beneficial Owner agrees to promptly provide such information, and each Owner agrees to promptly forward such information to the Deposit Agreement, the Depositary. The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company’s written request of the Company advise the Company of the availability and as promptly as practicable, with copies of any such proofs, certificates or other information and shallcertificates which it receives, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor extent permitted by the Company, unless such disclosure is prohibited by applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify If the Depositary, the CompanyOwners or the Beneficial Owners, as the case may be, does not provide the requested proof or information to the Company within the time permitted by applicable law and regulations or has provided incomplete or erroneous information, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and Shares with respect to hold each of them harmless from, any Losses which any of them may incur information is missing or which incomplete may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any deprived of the foregoing. The obligations right to vote at all shareholders’ meetings that may be held until proper identification is provided and the payment of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementdividend on such Shares may be withheld until such date.

Appears in 3 contracts

Samples: Deposit Agreement (Thomson), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Thomson)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the reasonable request. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphArticle 6. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those deposited Shares (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Kitov Pharmaceuticals Holdings Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such upon the Company's reasonable written request and at its expense as promptly as practicable, with copies of any information or other material which it receives pursuant to Section 3.1 of the Deposit Agreement, to the extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (2223) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Bioceres S.A.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Ioneer LTD), Deposit Agreement (Ioneer LTD), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal taxpayer status, or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the deem necessary or proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Tel Aviv stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Foresight Autonomous Holdings Ltd.), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares CPOs for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company, CPO Trust or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, or such other documentation or information providedbut is not obligated, to require, an opinion of recognized counsel in the United States upon which the Depositary may rely, in each case determining whether or not any CPOs are Restricted Securities. The Depositary will comply with written instructions of the Company not to the Depositary’s accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s satisfactioncompliance with U.S. securities laws. The Depositary shall from time to time on Upon the reasonable written request of the Company advise Company, the Company of Depositary shall provide the availability Company, as promptly as practicable, with copies of any such proofsproofs or citizenship or residence, certificates or other information and shallexchange control approval which it receives, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Maxcom Telecommunications Inc), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Maxcom Telecommunications Inc)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner Owners of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Issuer, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company Issuer may reasonably require by written request to the Depositary. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, made or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the written request of the Company advise the Company of the availability of any such proofsIssuer, certificates or other information and shallas promptly as practicable, at the CompanyIssuer’s sole reasonable written request and at the Issuer’s expense, provide copies of (i) any such proofs of citizenship or otherwise make available copies thereof to residence, taxpayer status, or exchange control approval which it receives from Owners and Beneficial Owners, and (ii) any other information or documents which the Company upon written Issuer may reasonably request therefor by and which the CompanyDepositary shall request and receive from any Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company Issuer or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company Issuer if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. Upon the written request and at the expense of the Company, the Depositary consistent shall provide the Company, as promptly as practicable, with its obligations under copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval that it receives from Holders and Owners, and (ii) any other information or documents that the Deposit Agreement. Pursuant Company may reasonably request in writing and which the Depositary shall request and receive from any Holder or Owner or any person presenting Shares for deposit or American Depositary Shares for cancellation and withdrawal, to the extent that disclosure is permitted under applicable law. Except as otherwise expressly set forth in this Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the nothing in this Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Owners or Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial OwnersHolders. Every Holder The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and Beneficial Owner agrees warranties are made. As conditions of accepting Shares for deposit, the Depositary may require from the party proposing to indemnify deposit the Shares (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any applicable governmental body in Switzerland and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 3 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares CPOs for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, or such other documentation or information providedbut is not obligated to, require an opinion of recognized counsel in the United States upon which the Depositary may rely, in each case determining whether or not any CPOs are Restricted Securities. The Depositary will comply with reasonable written instructions of the Company not to the Depositary’s accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s satisfactioncompliance with U.S. securities laws. The Depositary shall from time to time on Upon the reasonable written request of the Company advise Company, the Company of Depositary shall provide the availability Company, as promptly as practicable, with copies of any such proofsproofs or citizenship or residence, certificates or other information and shallexchange control approval which it receives, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit deposit, shall provide, any Holder and any Beneficial Owner may be required to provide, provide and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may may, withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Just Eat Takeaway.com N.V.), The Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Company or of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement24), the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Hutchison China MediTech LTD), Deposit Agreement (Bavarian Nordic a/S / ADR), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit deposit, shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide provide, any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Secoo Holding LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusexchange control approval, payment of all applicable Chilean taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written deem necessary or proper. The Depositary may (and at the request to of the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may Company shall) withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall provide to the Company, promptly upon the Company’s written request, copies of any such proofs of citizenship or residence or other information referred to above. The Company may from time to time on request Owners to provide information as to the written request of capacity in which such Owners own Receipts and regarding the Company advise the Company of the availability identity of any other persons then interested in such proofs, certificates or other information receipts and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless nature of such disclosure is prohibited by lawinterest. Each Holder and Beneficial Owner agrees to provide any information reasonably requested by the Company or the Depositary pursuant to this paragraphsection. Nothing herein No Shares shall obligate be accepted for deposit unless accompanied by evidence satisfactory to the Depositary to (i) obtain that any information for approval, if required, has been granted by any governmental body in Chile that is then performing the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy function of the information so provided by regulation of currency exchange. If the Holders person proposing to deposit Shares is not domiciled or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositaryresident in Chile, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission Custodian shall not accept those Shares unless it receives from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure that person sufficient evidence that the Shares were purchased in full compliance with the foreign exchange regulations applicable to furnish any investments in Chile (either Chapter XIV of the foregoingCompendium of Foreign Exchange Regulations of the Central Bank or Decree Law 600 of 1974, as amended, and related agreements with the Foreign Investment Committee) and, if applicable, an instrument whereby that person assigns and transfers to the Depositary any rights it may have under Chilean regulations relating to currency exchange. The obligations Pursuant to Chapter XIV of Holders and Beneficial Owners under the Deposit Agreement Compendium of Foreign Exchange Regulations of the Central Bank, the Custodian and/or the Depositary shall survive any transfer give notice to the Central Bank that the Shares have been deposited in exchange of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may reasonably deem necessary or proper or as the Company may reasonably require by written request to the request. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on Upon the written request of the Company advise Company, the Company of the availability of any such proofs, certificates or other information and Depositary shall, at the Company’s sole expenseas promptly as practicable, provide or otherwise make available copies thereof to the Company upon written request therefor by copies or originals, if necessary and appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information, certificate or other representations and warranties that the CompanyDepositary receives under this Section 3.1 from the Owner or Holder or any person presenting Shares for deposit, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1. Nothing herein shall obligate Neither the Company nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations or their legal right to (i) obtain acquire Shares or American Depositary Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any information necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the function of the regulation of currency exchange or other function that requires approval for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy deposit of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementShares.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (BiondVax Pharmaceuticals Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, agrees from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties and to provide such other information or documentation (or, in the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, or such representations and warranties are made, made or such other documentation documents or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owners, (ii) any other information or documents which the Company may reasonably request and which the Depositary shall reasonably request and receive from any Holder or Beneficial Owner agrees to provide or any person presenting Eligible Securities for deposit or ADSs for cancellation, transfer or withdrawal, and (iii) in the case of withdrawal of Shares, any information requested and documents provided by Holders to the Company or Depositary, in accordance with Exhibit C of the Depositary pursuant to this paragraphDeposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (United Microelectronics Corp), Deposit Agreement (United Microelectronics Corp)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, unless such disclosure is prohibited by the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Depositary’s or the Custodian’s obligations under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, of the Shares presented for deposit or other information, to execute such certificates and to make such representations and warranties, as the provisions ofDepositary, or governingthe Company upon request to the Depositary, the Deposited Securities or other information as the Depositary deems may deem necessary or proper to comply with applicable laws or as the Company may reasonably require by written request regulations or to enable the Depositary consistent with to perform its obligations under the Deposit Agreement. Pursuant to The Depositary may, and at the Deposit Agreementrequest of the Company shall, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. Upon the request and at the expense of the Company, or such other documentation or information providedthe Depositary and the Custodian shall provide the Company, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability a timely manner, with copies of any such proofsproofs of citizenship or residence, certificates or exchange control approval which it receives or any other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof referred to above so requested. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Company upon written request therefor Depositary that all conditions to such deposit have been satisfied by the Companyperson depositing such Shares under Argentine laws and regulations and any necessary approval has been granted by the governmental authority or body in the Argentine Republic, unless such disclosure if any, which is prohibited then performing the function of the regulation of currency exchange. If required by law. Each Holder and Beneficial Owner agrees to provide the Depositary, Shares presented for deposit at any information requested by time, whether or not the transfer books of the Company or the Depositary pursuant to this paragraph. Nothing herein Foreign Registrar, if applicable, are closed, shall obligate the Depositary to also be accompanied by (i) obtain any information an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary and (ii) verify or vouch for if the accuracy Shares are registered in the name of the information so provided by person on whose behalf they are presented for deposit, a proxy or proxies entitling the Holders or Beneficial Owners. Every Holder Custodian to vote such deposited Shares for any and Beneficial Owner agrees to indemnify all purposes until the Depositary, Shares are registered in the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any name of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Custodian or the termination of this Deposit Agreementits nominee.

Appears in 2 contracts

Samples: Deposit Agreement (Alto Palermo Sa /Adr/), Deposit Agreement (IRSA Propiedades Comerciales SA/ADR)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other relevant information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may may, and at the request of the Company shall, withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms Section 7.8 of the Deposit Agreement, the Delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company Company, advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, agrees from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties and to provide such other information or documentation (or, in the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, or such representations and warranties are made, made or such other documentation documents or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owners, (ii) any other information or documents which the Company may reasonably request and which the Depositary shall reasonably request and receive from any Holder or Beneficial Owner agrees to provide or any person presenting Eligible Securities for deposit or ADSs for cancellation, transfer or withdrawal, and (iii) in the case of withdrawal of Shares, any information requested and documents provided by Holders to the Company or Depositary, in accordance with Exhibit C of the Depositary pursuant to this paragraphDeposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.J.X.Xxxxxx

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Genmab a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, unless such disclosure is prohibited by the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Depositary’s or the Custodian’s obligations under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company's reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole 's expense, provide as promptly as practicable, with copies of any information or otherwise make available copies thereof other material that it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information or documentation or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, and at the expense of the Company, copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain provide any information for to the Company if not provided by the Holders Holder or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or and Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Chemspec International LTD), Deposit Agreement (Chemspec International LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, the Nasdaq Global Market and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, unless such disclosure is prohibited by the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Depositary’s or the Custodian’s obligations under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, agrees from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (BlueCity Holdings LTD), Deposit Agreement (BlueCity Holdings LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company’s reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide as promptly as practicable, with copies of any information or otherwise make available copies thereof other material that it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (IPERIONX LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner of this Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Receipts or Deposited Securities, proof of the identity of any person legally or beneficially interested in this Receipt and the nature of such interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement and or such information relating to the provisions ofregistration on the books of the Company or the Foreign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit or other information information, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written require. The Depositary may, and at the request to of the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit AgreementCompany shall, the Depositary and the Registrarif practicable, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case . No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary’s Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and the Company’s satisfaction. The Depositary shall from time to time on the written request regulations of the Company advise Republic of Argentina, including the Company payment of any applicable taxes or other governmental charges, and any necessary approval has been granted by any governmental body in the Republic of Argentina, which is then performing the function of the availability regulation of currency exchange or any such proofs, certificates or other information and shall, at function which requires approval for the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor deposit of Shares. If required by the CompanyDepositary, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide Shares presented for deposit at any information requested by time, whether or not the transfer books of the Company or the Depositary pursuant Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, which will provide for the Companyprompt transfer to the Custodian of any dividend, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and or right to hold each of them harmless from, any Losses subscribe for additional Shares or to receive other property which any of them person in whose name the Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf respect of such Holder and/or Beneficial Owner deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder Holders and Beneficial Owner agrees Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositarydocuments, as the Company, the CustodianDepositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Depositary’s or the termination of this Deposit AgreementCustodian’s obligations under applicable law.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information or documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate obligat the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may reasonably deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementto require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. As conditions of transferring Shares or accepting Shares for deposit, the Depositary may reasonably require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or such other documentation upon the written order of, the person or information providedpersons stated in that order, in each case the number of American Depositary Shares representing those Deposited Shares, (iii) evidence reasonably satisfactory to the Depositary’s and Depositary that those Shares have been registered in the Company’s satisfaction. The Depositary shall from time to time on the written request books of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar (or of CREST, if applicable) in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence reasonably satisfactory to the Agents and Depositary that any necessary approval has been granted by any governmental body in each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or applicable jurisdiction (which may be made against an opinion of counsel) and (v) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any of them as a result of dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be reasonably satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Gyroscope Therapeutics Holdings LTD), Deposit Agreement (Bank of New York / Adr Division)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may reasonably deem necessary or proper or as the Company may reasonably require by written request to the request. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. Upon the written request and at the expense of the Company, the Depositary shall, as promptly as practicable, provide to the Company copies or such originals, if necessary and appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information, certificate or other documentation representations and warranties that the Depositary receives under Section 3.01 of the Deposit Agreement from the Owner or information providedHolder or any person presenting Shares for deposit, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited permitted by lawapplicable law and regulations. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.01 of the Deposit Agreement. Nothing herein shall obligate Neither the Company nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations or their legal right to (i) obtain acquire Shares or American Depositary Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any information necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the function of the regulation of currency exchange or other function that requires approval for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy deposit of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementShares.

Appears in 2 contracts

Samples: Deposit Agreement (Edwards Group LTD), Deposit Agreement (Bank of New York / Adr Division)

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Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder Owner and any Beneficial Owner may be required to providerequired, and every Holder Owner and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs American Depositary Shares and Deposited Securities, compliance with applicable laws and the terms of the this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofof any sale of such distribution or rights, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit AgreementSection 2.06, the Delivery delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares Stock for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary file such proof of citizenship or residence, evidence of number of shares of Stock beneficially owned, any other matters necessary or appropriate to evidence compliance with the Banking (Foreign Exchange) Regulations, the Foreign Txxxxxxx Xxx 0000 of Australia, Broadcasting and Txxxxxxxxx Xxx, 0000 as amended, of the Commonwealth of Australia, the Corporations Law of South Australia, other laws of Australia or the Memorandum and Articles of Association of the Company, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement Agreement, information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Stock) of the provisions of, or governing, the Deposited Securities Stock presented for deposit or other information information, to or execute such certificates and to make such representations and warranties, in each case as the Depositary deems necessary or proper or as the Company may reasonably require by written request to deem necessary or proper; provided that the Company notify the Depositary consistent with its obligations under in writing of any request for any of the Deposit Agreementforegoing. Pursuant to The Depositary may, and shall if requested by the Deposit AgreementCompany, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or subject to the extent not limited by the terms of Article Paragraph (22) hereof, the delivery of any Deposited Securities and may, and shall make a reasonable effort if directed by the Company, refuse to vote the Deposited Securities of a specified Holder in accordance with instructions received from such Holder pursuant to Paragraph (14) hereof or the terms and Section 4.07 of the Deposit Agreement, the Delivery of any Deposited Securities in each case until such proof or other information is filed filed, or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case made to the Depositary’s and 's and, in the case of a direction by the Company’s , the Company's satisfaction. The Depositary at the Company's request and expense shall from time to time on provide the written request of the Company advise the Company of the availability Company, in a timely manner, with copies of any such proofs, information, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to representations and warranties as the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementrequest.

Appears in 2 contracts

Samples: Deposit Agreement (News Corp LTD), Deposit Agreement (News Holdings LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares Stock for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary file such proof of citizenship or residence, evidence of number of shares of Stock beneficially owned, any other matters necessary or appropriate to evidence compliance with the Banking (Foreign Exchange) Regulations, the Foreign Txxxxxxx Xxx 0000 of Australia, Broadcasting and Txxxxxxxxx Xxx, 0000 as amended, of the Commonwealth of Australia, the Corporations Law of South Australia, other laws of Australia or the Memorandum and Articles of Association of the Company, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement Agreement, information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Stock) of the provisions of, or governing, the Deposited Securities Stock presented for deposit or other information information, to or execute such certificates and to make such representations and warranties, in each case as the Depositary deems necessary or proper or as the Company may reasonably require by written request to deem necessary or proper; provided that the Company notify the Depositary consistent with its obligations under in writing of any request for any of the Deposit Agreementforegoing. Pursuant to The Depositary may, and shall if requested by the Deposit AgreementCompany, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or subject to the extent not limited by the terms of Article Paragraph (22) hereof, the delivery of any Deposited Securities and may, and shall make a reasonable effort if directed by the Company, refuse to vote the Deposited Securities of a specified Holder in accordance with instructions received from such Holder pursuant to Paragraph (14) hereof or the terms and Section 4.07 of the Deposit Agreement, the Delivery of any Deposited Securities in each case until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case made to the Depositary’s and 's and, in the case of a direction by the Company’s , the Company's satisfaction. The Depositary at the Company's request and expense shall from time to time on provide the written request of the Company advise the Company of the availability Company, in a timely manner, with copies of any such proofs, information, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to representations and warranties as the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementrequest.

Appears in 2 contracts

Samples: Deposit Agreement (News Corp LTD), Deposit Agreement (News Holdings LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and or any Beneficial Owner may may, in addition to the requirement of Article (12) of this Receipt, be required to provide, and every Holder and Beneficial Owner agrees, from time to time (a) to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approvalapprovals, legal or beneficial ownership of ADSs and or Deposited Securities, compliance with all applicable laws and the terms of the Deposit Agreement Agreement, and the provisions of, or governing, the Deposited Securities or Securities, and (b) to execute such certifications and to make such representations and warranties and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of all or part of any Receipt Receipt, or the distribution or sale of any dividend or other distribution of rights or of the net proceeds thereof, or to of the extent not limited by the terms of Article (22) hereof sale thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s, the Registrar’s and the Company’s reasonable satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal. Nothing herein or in the Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees The Depositary shall be entitled to indemnify provide to Russian state authorities of competent jurisdiction, as may be necessary or appropriate to satisfy the Depositaryrequirements of Russian law, directly or through the Company, all such information or documents (in the Custodianform of copies or originals) of any kind or nature whatsoever concerning Holders and Beneficial Owners, it being understood that the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur Depositary accepts no responsibility for or which may be made against any of them as a result liability arising out of or in connection with any inaccuracy inaccuracies or misstatements in or omission misleading omissions from any such proof, certificate, representation, warranty, information or document documents furnished to it directly or indirectly by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under Owners, or in connection with any failure by the Deposit Agreement shall survive Company to timely provide to the relevant Russian state authorities any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or such information as the termination of this Deposit AgreementDepositary submits indirectly through the Company.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Joint Stock Co Sitronics)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement or this ADR and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Shares Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other information and documentation or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD), Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company's reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole 's expense, provide as promptly as practicable, with copies of any information or otherwise make available copies thereof other material that it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Holder Owner and Beneficial Owner Hxxxxx agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any or Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Receipts, Deposited SecuritiesSecurities or other securities, compliance with all applicable laws and the or regulations or terms of the Deposit Agreement and the provisions ofor such Receipt, payment of all applicable Chilean taxes or other governmental charges, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may reasonably deem necessary or proper or as the Company reasonably may reasonably require by written request to the require. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities underlying such Receipt until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, shall provide or otherwise make available copies thereof to the Company as promptly as practicable upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to provide any information requested the Depositary that the deposit has been authorized by the Central Bank (unless and until the Company or provides the Depositary pursuant with evidence satisfactory to this paragraphit that such authorization is not longer necessary) and that the conditions for such authorization, as set forth in the Foreign Exchange and Investment Contract, have been satisfied. Nothing herein If required by applicable Chilean law, no Shares shall obligate be accepted for deposit unless the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission Custodian has received from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as the depositor a result of any such failure certificate satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under Custodian to the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.effect that either:

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time provide to time on the Company, as promptly as practicable, upon the Company’s written request of and at the Company advise Company's expense (unless otherwise agreed in writing between the Company of Depositary and the availability Company), copies of any such proofsproofs of citizenship or residence, certificates exchange control approval, or other such information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof relating to the Company upon written request therefor by registration on the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by books of the Company or the Foreign Registrar referred to above that it receives, to the extent that disclosure is permitted under applicable law. As conditions of accepting Shares for deposit, the Depositary pursuant to this paragraph. Nothing herein shall obligate may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner Owners of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, made or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the written request of the Company advise the Company of the availability of any such proofsCompany, certificates or other information and shallas promptly as practicable, at the Company’s sole reasonable written request and at the Company’s expense, provide copies of (i) any such proofs of citizenship or otherwise make available copies thereof to residence, taxpayer status, or exchange control approval which it receives from Owners and Beneficial Owners, and (ii) any other information or documents which the Company upon written may reasonably request therefor by and which the CompanyDepositary shall request and receive from any Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Beneficial Owner or holder may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable laws the Corporations Law of Australia, the Foreign Acquisitions and Takeovers Xxx 0000, the terms Constitution of the Deposit Agreement Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by instruct in writing the Depositary to require. The Depositary may, and at the reasonable written request to of the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit AgreementCompany shall, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. Upon written request of the Company, or such other documentation or information provided, in each case the Depositary shall deliver to the Depositary’s and Company copies of the Company’s satisfactiondocuments or instruments delivered to the Depositary or any of its agents pursuant to Section 3.01 of the Deposit Agreement. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. The Depositary shall from time to time on provide the written request of the Company advise the Company of the availability of any such proofsCompany, certificates or other information and shall, at upon the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon reasonable written request therefor by and at its expense in a timely manner, with copies of any information or other material which it receives pursuant to Section 3.01 of the Company, unless such disclosure is prohibited by lawDeposit Agreement. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementArticle 6.

Appears in 2 contracts

Samples: Deposit Agreement (Eastern Star Gas LTD), Deposit Agreement (Meo Australia LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares Units for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (2223) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, in a timely manner and at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Votorantim Cimentos S.A.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement or this ADR and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement24), the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information and documentation or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of Any person presenting Shares for deposit, any such proofsHolder and any Beneficial Owner, certificates or other information and shallas applicable, at the Company’s sole expense, provide or otherwise make available copies thereof hereby consents to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by Depositary providing the Company or any Norwegian Public Authority (i.e., the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to Norwegian Securities Commission), in a timely manner, with copies or originals if necessary and appropriate of (i) obtain any information for the Company if not provided by the such proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders or and Beneficial Owners or Owners, and (ii) verify any other information (including the number of Shares beneficially owned) or vouch for documents which the accuracy of Company may reasonably, or any Norwegian Public Authority may, request and which the information so provided by the Holders or Beneficial Owners. Every Holder Depositary shall request and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission receive from any such proof, certificate, representation, warranty, information Holder or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any person presenting Shares for deposit or ADSs for cancellation, transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementwithdrawal.

Appears in 2 contracts

Samples: Deposit Agreement (Petrojarl Asa), Deposit Agreement (Petrojarl Asa)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other information if applicable, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on provide the Company, upon the Company’s reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense as promptly as practicable, provide with copies of any information or otherwise make available copies thereof other material which it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iiii) obtain any information for evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company if not provided by or the Holders or Beneficial Owners or (ii) verify or vouch for Foreign Registrar in the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Paringa Resources LTD), Deposit Agreement (Paringa Resources LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement25), the Delivery delivery of any Deposited Securities Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s reasonable satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless as promptly as reasonably practicable, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by lawproofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph (10). Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary file such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company (or the appointed agent of the Company for transfer and registration of Shares) of the provisions of, or governing, the Deposited Securities Shares presented for deposit or other information information, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of or rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. 7. CHARGES OF DEPOSITARY. The Depositary following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the written request Share register of the Company advise or foreign registrar and applicable to transfers of Shares to the Company name of the availability Depositary or its nominee or the Custodian or its nominee on the making of any deposits or withdrawals hereunder, (3) such proofscable, certificates telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or other information less per 100 American Depositary Shares (or portion thereof) for the execution and shalldelivery of Receipts pursuant to Section 2.03, at 4.03 or 4.04 of the Company’s sole expenseDeposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, provide or otherwise make available copies thereof (6) to the Company upon written request therefor extent permitted by any securities exchange on which the CompanyAmerican Depositary Shares may be listed for trading, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide a fee of $.02 or less per American Depositary Share (or portion thereof) for any information requested by the Company or the Depositary cash distribution made pursuant to this paragraph. Nothing herein shall obligate the Depositary Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, and (i7) obtain any information a fee for the Company if not provided by distribution of securities pursuant to Section 4.02 of the Holders or Beneficial Owners or (ii) verify or vouch Deposit Agreement, such fee being in an amount equal to the fee for the accuracy execution and delivery of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees American Depositary Shares referred to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses above which any of them may incur or which may be made against any of them would have been charged as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf the deposit of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination securities (for purposes of this Deposit Agreementclause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners. 8.

Appears in 2 contracts

Samples: Mitsubishi Tokyo Financial Group Inc, Mitsubishi Ufj Financial Group Inc

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or of the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information are provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the Company's written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer tax payer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may reasonably deem necessary or proper proper, or as the Company may reasonably require by written request to the request. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on Upon the written request of the Company advise Company, the Company of the availability of any such proofs, certificates or other information and Depositary shall, at the Company’s sole expenseas promptly as practicable, provide or otherwise make available copies thereof to the Company upon written request therefor by copies or originals, if necessary or appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information, certificate or other representations and warranties that the CompanyDepositary receives under this Article 6 from the Owner or Holder or any person presenting Shares for deposit, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphArticle 6. Nothing herein shall obligate Neither the Company nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations or their legal right to (i) obtain acquire Shares or American Depositary Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any information for necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy function of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each regulation of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreementcurrency exchange.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mazor Robotics Ltd.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder Holders and Beneficial Owner agrees Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositarydocuments, as the Company, the CustodianDepositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Depositary’s or the termination of this Deposit AgreementCustodian’s obligations under applicable law.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, information relating to the registration on the CHESS Subregister if applicable, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreementhereof, the Delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder Owner and any Beneficial Owner may be required to providerequired, and every Holder Owner and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs American Depositary Shares and Deposited Securities, compliance with applicable laws and the terms of the this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofof any sale of dividends or rights, or to the extent not limited by the terms of Article (22) hereof or the terms Section 2.06 of the Deposit Agreement, the Delivery delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time provide to time on the Company, to the extent practicable, upon the Company’s reasonable written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide unless otherwise agreed in writing between the Company and the Depositary, any information or otherwise make available copies thereof other material that it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request therefor extent that disclosure is permitted by applicable law. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the CompanyDepositary or the Custodian in accordance with the provisions of the Deposit Agreement, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement24), the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information or documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein The Depositary shall obligate the Depositary not be required to (i) except to the extent that information is readily accessible from the records of the Depositary, obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 2 contracts

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the deem necessary or proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such that proof or other information is filed or such certifications those certificates are executed, executed or such those representations and warranties are made. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Nasdaq First North Growth Market, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the articles of association or similar document of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expenseexpense (unless otherwise agreed in writing between the Company and the Depositary), provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to provide any information requested by deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy name of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, a Custodian or a nominee of the Company, the Depositary or a Custodian, (iv) evidence satisfactory to the Agents Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and each (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of their respective directorsany dividend, officersor right to subscribe for additional Shares or to receive other property, employees, agents and Affiliates against, and to hold each of them harmless from, that any Losses which any of them person in whose name those Shares are or have been recorded may incur or which may be made against any of them as a result of thereafter receive upon or in connection with any inaccuracy respect of those Shares, or, in lieu thereof, such agreement of indemnity or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or other agreement as a result of any such failure shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Eco Wave Power Global AB (Publ))

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, agrees from time to time to provide provide, to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Lotus Technology Inc.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this the Deposit Agreement.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Owner or Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement Company or the Foreign Registrar, if applicable, to execute such certificates and the provisions ofto make such representations and warranties, or governing, the Deposited Securities or other information as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Republic of France that is then performing the function of the regulation of currency exchange. Each Holder and Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the NYSE Euronext Paris stock exchange, and of any other stock exchange on which the Shares or American Depositary Shares are, or such other documentation may be, registered, traded or information providedlisted and any book-entry settlement system or the Articles of Association (statuts) of the Company, in each case which are made to provide information, inter alia, as to the Depositary’s capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the Company’s satisfactionnature of such interest and various other matters, whether or not they are Holders and/or Owners at the time of such request. The Depositary shall from time agrees to time on use its reasonable efforts to forward, upon the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof any such request from the Company to the Owners and to forward to the Company upon written request therefor any such responses to such requests received by the CompanyDepositary, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Holder Holders and Beneficial Owner agrees Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositarydocuments, as the Company, the CustodianDepositary or the Custodian may deem necessary or proper to fulfill the Company’s, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities Depositary’s or the termination of this Deposit AgreementCustodian’s obligations under applicable law.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, promptly provide or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary, as the case may be. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and or any Beneficial Owner may may, in addition to the requirement of paragraph (11) of this Rule 144A GDR Certificate, be required to provide, and every Holder and Beneficial Owner agrees, from time to time (a) to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approvalapprovals, legal or beneficial ownership of ADSs and Rule 144A GDRs or Rule 144A Deposited Securities, compliance with all applicable laws and the terms of the Rule 144A Deposit Agreement Agreement, and the provisions of, or governing, the Rule 144A Deposited Securities or Securities, and (b) to execute such certifications and to make such representations and warranties and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Rule 144A Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of all or part of any Receipt Rule 144A GDR Certificate, or the distribution or sale of any dividend or other distribution of rights or of the net proceeds thereof, or to of the extent not limited by the terms of Article (22) hereof sale thereof or the terms of the Deposit Agreement, the Delivery delivery of any Rule 144A Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s, the Registrar’s and the Company’s reasonable satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or Rule 144A GDRs for cancellation and withdrawal. Nothing herein or in the Rule 144A Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder The Depositary shall be entitled to provide to the Russian Federal Service or other relevant Russian state authorities of competent jurisdiction, to the extent reasonably necessary to satisfy the requirements of Russian law, information or documents (in the form of copies or originals) concerning Holders and Beneficial Owner agrees to indemnify Owners, it being understood that the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur Depositary accepts no responsibility for or which may be made against any of them as a result liability arising out of or in connection with any inaccuracy inaccuracies or misstatements in or omission misleading omissions from any such proof, certificate, representation, warranty, information or document documents furnished to it directly or indirectly by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementOwners.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below, and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or taxes, duties (including stamp duty and stamp duty reserve tax) or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other relevant information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its the Depositary’s obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide without unreasonable delay or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by lawlaw or regulation. Each Holder and Beneficial Owner agrees to provide provide, but only to the extent it is legally permitted to do so, any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary as the case may be and agrees that should it not be legally permitted to provide such information it shall promptly surrender the relevant American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby in accordance with Section 2.6 of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Micro Focus International PLC)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company, shall, to the extent practicable, withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (2225) hereof or the terms and Section 7.8 of the Deposit Agreement, the Delivery delivery of any Deposited Securities Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide without unreasonable delay or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary, as the case may be. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expense, endeavor to provide without unreasonable delay or otherwise make available copies thereof to the Company upon written request therefor thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary, as the case may be. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

Samples: The Deposit Agreement (CooTek(Cayman)Inc.)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, evidence of the number of Shares beneficially owned or any other matters necessary or appropriate to evidence compliance with the Company’s Constitution, any relevant laws of the Commonwealth of Australia (including the Telstra Corporation Axx 0000, as amended (the "Telstra Act") exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may may, and shall if reasonably requested by the Company and compliance with such request would not violate the transfer agency rules applicable to the Depositary and/or the Registrar, withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit AgreementSection 7.8 hereof, the Delivery of any Deposited Securities Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s 's and the Company’s 's satisfaction. The Depositary shall from time to time on the Company's written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s 's sole expenseexpense and at the Company's written request, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and or any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time (a) to provide to file with the Depositary or the Custodian such proof of citizenship or citizenship, residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs ADSs, Receipts and Deposited Securities, compliance with all applicable laws and regulations, and all provisions of or governing the Deposited Securities, and the terms of this Deposit Agreement; (b) to provide information to the Deposit Agreement Depositary or Custodian relating to the registration on the books of the Company (or the appointed agent of the Company for the transfer and registration of Shares) of the provisions of, or governing, the Deposited Securities Shares presented for deposit or other information information; and (c) to execute such certificates and make such representations and warranties as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company shall, withhold the execution or Delivery delivery or registration of transfer of all or any part of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the net proceeds thereof, or to of the extent not limited by the terms of Article (22) hereof sale thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executedSecurities, or such representations and warranties are mademay refuse to adjust its records, or such other documentation or information provided, in each case until the foregoing is accomplished to the Depositary’s and the Company’s satisfaction, subject to Section 7.10 hereof. The Depositary shall from time shall, upon the Company’s written request, provide to time on the written request of the Company advise the Company of the availability in a timely manner copies of any such proofs, proofs and certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon such written request therefor by the Companyrepresentations and warranties that it receives, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Infineon Technologies Ag)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, or any Holder and any Owner or Beneficial Owner of a Receipt may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement or such information relating to the registration on the books of the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the provisions ofForeign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit or other information information, to execute such certificates and to make such representations and warranties, as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the proper. The Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt or the distribution of any dividend or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof thereof or the terms of the Deposit Agreement, the Delivery delivery of any Deposited Securities underlying such Receipts until such proof or other information is filed or such certifications certificates are executed, executed or such representations and warranties are made, or such other documentation or information provided, in each case . No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary’s Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Turkey and any necessary approval has been granted by any governmental body in Turkey which is then performing the Company’s satisfaction. The Depositary shall from time to time on the written request function of the Company advise the Company regulation of the availability of any such proofscurrency exchange and share transfers, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as including a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished certificate by or on behalf of the person depositing such Holder and/or Beneficial Owner Shares that there are no restrictions in the Turkish exchange control laws then in force that are applicable to the transfer to the Depositary of dividends or as a result any other rights arising out of the Depositary's acquisition, holding or disposal of such Shares within or outside Turkey or to the receipt of Turkish Lira upon disposal of such Shares or the conversion, by or on behalf of the Depositary of such amounts denominated in Turkish Lira into any other currency, other than the restrictions on the right to participate in the Board of Directors' or stockholders' meetings, or exercise voting rights with respect to Shares, in the absence of registration with the appropriate authorities in Turkey, which registration has not been made. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such failure Deposited Securities, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit AgreementDepositary.

Appears in 1 contract

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

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall providedeposit, and any Holder and any Beneficial Owner may be required to providerequired, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or Securities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). Pursuant to the Deposit Agreement, the The Depositary and the Registrar, as applicable, may withhold the execution or Delivery delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereofthereof or, or to the extent not limited by the terms of Article paragraph (22) hereof or the terms of the Deposit Agreement24), the Delivery delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, made or such other information or documentation or information are provided, in each case to the Depositary’s 's, the Registrar's and the Company’s 's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein The Depositary shall obligate the Depositary not be required to (i) except to the extent that information is readily accessible from the records of the Depositary, obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (BHP Billiton LTD)

Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

Appears in 1 contract

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

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