Common use of Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc Clause in Contracts

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 7 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)

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Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Deliverydelivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery delivery of Receipts or ADSs or to the withdrawal or Delivery delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 4 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)

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Deliverydelivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter matters contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery delivery of Receipts or and ADSs or to the withdrawal or Delivery delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on upon which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 4 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)

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Delivery, registrationdelivery, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the presenter of a Receipt or the depositor of Shares or presenter of the 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 as herein provided, and charges of the Depositary as provided in the Deposit Agreement and in this Receiptmay, (ii) but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or any other matter contemplated document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the Deposit Agreement case of Receipts, a signature guarantee in accordance with industry practice, and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs depositary receipts in general or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable lawSecurities. The issuance delivery of ADSs Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, suspended or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, suspended during any period when the transfer books of the Depositary Depositary, the shareholders’ register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CompanyCSD, in good faith, at any time or from time to time because time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any requirement Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of lawsuch Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any government United States or foreign laws or governmental body or commission or any securities exchange on which regulations relating to the Receipts or Shares are listed, or under any provision to the withdrawal of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the Company or for any other reason, subject in all cases General Instructions to Article Form F-6 (22) hereof. The Depositary shall not issue ADSs prior as such General Instructions may be amended from time to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSstime).

Appears in 4 contracts

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

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Deliverydelivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon Receipt or withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and Delivery of American Depositary Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable lawSecurities. The issuance delivery of ADSs Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance delivery of ADSs Receipts against the deposit of particular Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary or the appointed agent for the Company for the transfer and registration of Shares are closed closed, or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, law or of any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listedcommission, or under any provision of the this Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting Company's Articles of shareholders of the Company Association ("Statuts") or for any other reason. Notwithstanding any other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended, except as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of Shares in connection with voting at a shareholders' meeting, 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 Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not accept for deposit under the Deposit Agreement any Shares (1) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933) would be, to the actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in all cases effect relating to Article such Shares or the sale of such Shares would be exempt from such provisions or (22ii) hereofthe deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company's Statuts. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American Depositary Receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary shall, as a condition of accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect. The Depositary shall not issue ADSs prior be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the receipt of Shares or deliver Shares prior contrary, on any such certificate as to the receipt effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933. The Depositary shall comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and cancellation under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company's compliance with the securities laws of ADSsthe United States.

Appears in 2 contracts

Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel)

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Delivery, registrationdelivery, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the presenter of a Receipt or the depositor of Shares or presenter of the 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 as herein provided, and charges of the Depositary as provided in the Deposit Agreement and in this Receiptmay, (ii) but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or any other matter contemplated document delivered to the Depositary in connection with the Deposit Agreement, including but not limited to, in the Deposit Agreement case of Receipts, a signature guarantee in accordance with industry practice, and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs depositary receipts in general or to the withdrawal or Delivery of Deposited Securities Securities. Any person presenting Shares for deposit, any Holder and (B) such reasonable regulations any Beneficial Owner may be required, and procedures as every Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby agrees, from time to time to provide to the Depositary may establish consistent and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws, the provisions terms of the Deposit Agreement or this Receipt and applicable lawthe provisions of, or governing, the Deposited 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 on the shareholders’ register of the Company) as the Depositary 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 Agreement and this Receipt. The issuance Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of ADSs transfer of any ADR or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8 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. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, suspended or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, suspended during any period when the transfer books of the Depositary Depositary, the shareholders’ register of the Company (or the appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CompanyCSD, in good faith, at any time or from time to time because time. Notwithstanding anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities represented thereby may be suspended, but only as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the issuer of any requirement Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of lawsuch Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) payment of fees, taxes and similar charges, (iii) compliance with any government United States or foreign laws or governmental body or commission or any securities exchange on which regulations relating to the Receipts or Shares are listed, or under any provision to the withdrawal of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the Company or for any other reasonGeneral Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation to the foregoing, subject in all cases to Article (22) hereof. The the Depositary shall not issue ADSs knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the receipt of Shares or deliver Shares prior United States unless a registration statement is in effect as to the receipt and cancellation of ADSssuch Shares.

Appears in 2 contracts

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

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Delivery, registrationdelivery, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 fee, with respect to Ordinary Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receiptherein provided, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures regulations, if any, as the Depositary may establish consistent with the provisions of the this Deposit Agreement and applicable lawAgreement. The issuance delivery of ADSs Receipts against deposits of Ordinary Shares generally or against deposits of particular Ordinary Shares may be suspended, or the issuance delivery of ADSs Receipts against the deposit of particular Ordinary Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be refused, or the registration of transfer or the surrender of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary or the Company are closed closed, or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, law or of any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listedcommission, or under any provision of this Deposit Agreement. Without limitation of the Deposit Agreement or provisions of, or governingforegoing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior knowingly accept for deposit under this Deposit Agreement any Ordinary Shares required to be registered under the receipt provisions of Shares or deliver Shares prior the Securities Act of 1933, unless a registration statement is in effect as to the receipt and cancellation of ADSssuch Ordinary Shares.

Appears in 1 contract

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

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Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Deliverydelivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon (whether in cash or shares) or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery delivery of Receipts or ADSs or to the withdrawal or Delivery delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 1 contract

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

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Deliverydelivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter matters contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery delivery of Receipts or and ADSs or to the withdrawal or Delivery delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers transfer of Receipts in particular instances may be maybe refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on upon which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 1 contract

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

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the 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 the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions 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 issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of the Board of Directors or shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Appears in 1 contract

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

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