Common use of Limitations on Execution and Delivery, Transfer and Surrender of Receipts Clause in Contracts

Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of issuance, transfer, split-up, combination or surrender of any ADSs, the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian or the Registrar may require (i) payment from the depositor of Shares or the presenter of the ADSs or Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B of the Deposit Agreement, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature, and (iii) compliance with any (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities, (B) the provisions of the Articles of Association and applicable resolutions or regulations adopted by the Company’s board of directors, and (C) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the Deposit Agreement, including, without limitation, Section 2.8 of the Deposit Agreement, and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of outstanding ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or a Settlement System are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or authority or commission, or any securities exchange on which the ADSs or Shares are listed or under any provision of the Deposit Agreement, or under any provision of, or governing, the Deposited Securities, or because of a meeting of the holders of the Shares, or for any other reason, subject, in all cases, to the provisions of Section 7.7 of the Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or the Receipts, the surrender of outstanding ADSs and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or Settlement System (when applicable) or the deposit of Shares in connection with voting at a meeting of the holders of Shares, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs, Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 under the Securities Act of 1933 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless (i) a registration statement is in effect as to such Shares or (ii) the deposit is made upon terms contemplated in Section 2.15 of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

AutoNDA by SimpleDocs

Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of issuance, transfer, split-up, combination or surrender of any ADSs, the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian or the Registrar may require (i) payment from the depositor of Shares or the presenter of the ADSs or Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 of the Deposit Agreement and Exhibit B of the Deposit Agreement, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature, signatures and (iii) compliance with any (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities, (B) the provisions of the Articles of Association and applicable resolutions or regulations adopted by the Company’s 's board of directors, and (C) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the this Deposit Agreement, including, without limitation, Section 2.8 of the Deposit Agreement, and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of outstanding ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or a Settlement System are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or authority or commission, or any securities exchange on which the ADSs or Shares are listed or under any provision of the Deposit Agreement, or under any provision of, or governing, the Deposited Securities, or because of a meeting of the holders of the Shares, or for any other reason, subject, in all cases, to the provisions of Section 7.7 of the Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or the Receipts, the surrender of outstanding ADSs and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or Settlement System (when applicable) or the deposit of Shares in connection with voting at a meeting of the holders of Shares, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs, Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 under the Securities Act of 1933 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless (i) a registration statement is in effect as to such Shares or (ii) the deposit is made upon terms contemplated in Section 2.15 of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of issuance, transfer, split-up, combination or surrender of any ADSs, the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian or the Registrar may require (i) payment from the depositor of Shares or the presenter of the ADSs or Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 of the Deposit Agreement and Exhibit B of the Deposit Agreement, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature, signatures and (iii) compliance with any (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securities, (B) the provisions of the Articles of Association and applicable resolutions or regulations adopted by the Company’s board of directors, and (C) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the this Deposit Agreement, including, without limitation, Section 2.8 of the Deposit Agreement, and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of outstanding ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or a Settlement System are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or authority or commission, or any securities exchange on which the ADSs or Shares are listed or under any provision of the Deposit Agreement, or under any provision of, or governing, the Deposited Securities, or because of a meeting of the holders of the Shares, or for any other reason, subject, in all cases, to the provisions of Section 7.7 of the Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or the Receipts, the surrender of outstanding ADSs and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or Settlement System (when applicable) or the deposit of Shares in connection with voting at a meeting of the holders of Shares, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs, Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 under the Securities Act of 1933 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless (i) a registration statement is in effect as to such Shares or (ii) the deposit is made upon terms contemplated in Section 2.15 of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

AutoNDA by SimpleDocs

Limitations on Execution and Delivery, Transfer and Surrender of Receipts. As a condition precedent to the execution and delivery, registration of issuance, transfer, split-up, combination or surrender of any ADSsReceipt, the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian or the any Registrar or co-Registrar may require (i) payment from the depositor of Shares or the presenter of the ADSs or Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and or fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B of the Deposit Agreementherein provided, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature, signature and (iii) may also require compliance with any (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal of Deposited Securitiessuch regulations, (B) the provisions of the Articles of Association and applicable resolutions or regulations adopted by the Company’s board of directorsif any, and (C) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the this Deposit Agreement, Agreement including, without limitation, Section 2.8 7.07 hereof. After consultation with the company, the delivery of the Deposit Agreement, and applicable law. The issuance of ADSs Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs Receipts in particular instances may nay be refused, or the registration of transfer of outstanding ADSs Receipts generally may be suspended, during any period when the transfer books of the CompanyDepositary or the Company (or, if applicable, of the Depositary, a Registrar or a Settlement System Foreign Registrar) are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or authority or commission, or any securities exchange on which the ADSs or Shares are listed or under any provision of the this Deposit Agreement, or under any provision of, or governing, the Deposited Securities, or because of a meeting of the holders of the Shares, or for any other reason, subject, in all cases, reason subject to the provisions Section 7.07 of Section 7.7 of the this Deposit Agreement. Notwithstanding any other provision of the Deposit Agreement or the Receipts, the The surrender of outstanding ADSs Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i1) temporary delays caused by closing the transfer books of the Depositary or the Company or Settlement System (when applicable) or the deposit of Shares in connection with voting at a meeting of the holders of Sharesshareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. United States or foreign laws or governmental regulations relating to the ADSs, Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 under the Securities Act of 1933 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 19331933 and the rules and regulations promulgated thereunder, unless (i) a registration statement is in effect as to such Shares or (ii) the deposit is made upon terms contemplated in Section 2.15 of the Deposit AgreementShares.

Appears in 1 contract

Samples: Deposit Agreement (Pokphand C P Co LTD /Fi)

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