Common use of Limitations on Execution and Delivery Clause in Contracts

Limitations on Execution and Delivery. Transfer, Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to the execution and ------------------------ delivery, transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the Company, the Depositary or any of the Depositary's Agents, may require (a) payment of a sum sufficient for the payment (or in the event the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount payable by the holder of a Depositary Shares pursuant to Section 4.07, (b) a written instrument or instruments of transfer, in form satisfactory to the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary as to the identity and genuineness of any signature and (d) compliance with such regulations, if any, as the Depositary, with the Company's consent, may establish consistent with the provisions of this Deposit Agreement. The transfer of Depositary Shares may be refused, or the delivery, transfer, surrender or exchange of Receipts may be suspended (a) during any period when the register of shareholders of the Company is closed, or (b) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements of law of any government or governmental body or commission, or under any provision of this Deposit Agreement or, with the concurrence of the Company and the Depositary, for any other reason.

Limitations on Execution and Delivery. Transfer, Surrender ---------------------------------------------------------- Split-up. Combination, Surrender, and Exchange of Depositary Receipts. As a condition precedent to the execution and ------------------------ delivery, transfer, split-up, combination, surrender (upon redemptionsurrender, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any ReceiptDepositary Receipt (each, an "Issue Event"), the CompanyDepositary, the Depositary or any of the Depositary's Agents, or the Company may require any or all of the following: (ai) payment to it of a sum sufficient for the payment (or in the event or, if the Depositary or the Company shall have has made such the payment, the reimbursement to it) of any amount payable by the holder of a Depositary Shares pursuant to Section 4.07, tax or other governmental charge on an Issue Event (b) a written instrument including any tax or instruments of transfer, in form satisfactory charge with respect to the Company and the Depositary, duly executed by the record holder Class __ Preferred Stock being deposited or by its attorney duly authorized in writing, withdrawn); (cii) proof satisfactory to the Company and the Depositary as to it of the identity and genuineness of any signature (or the authority of any signature); and (diii) compliance with such regulations, if any, as regulations the Depositary, with Depositary or the Company's consent, Company may establish consistent with the provisions of this Deposit AgreementAgreement that are required by any securities exchange upon which the Class __ Preferred Stock, the Depositary Shares, or the Depositary Receipts may be included for quotation or listed. The transfer deposit of Depositary Shares Class __ Preferred Stock may be refused, the delivery of Depositary Receipts may be suspended, the transfer of Depositary Receipts may be refused, and any Issue Event or the delivery, transfer, surrender or exchange redemption of outstanding Depositary Receipts may be suspended (ai) during any period when the register of shareholders stockholders of the Company is closed, closed or (bii) if any such the action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents Agents, or the Company Company, at any time or from time to time because of any requirements requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement or, with the concurrence of the Company and the Depositary, for any other reasonAgreement.

Limitations on Execution and Delivery. Transfer, ------------------------------------------------ Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to the execution ----------------------------------- and ------------------------ delivery, registration of transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the CompanyDepositary, the Depositary or any of the Depositary's Agents, Agents or the Company may require (a) payment to it of a sum sufficient for the payment (or or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount taxes, charges or expenses payable by the holder of a Depositary Shares Receipt pursuant to Section 4.07Sections 3.02 and 5.07, (b) a written instrument or instruments may require the production of transfer, in form evidence satisfactory to the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary it as to the identity and genuineness of any signature and (d) may also require compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self-regulatory body, including, without limitation, the Securities Transfer Association, Inc. (the "STA"), the National Association of Securities Dealers, Inc. (the "NASD") or such regulationsprocedures, if any, as the Depositary, with Depositary or the Company's consent, Company may establish consistent with the provisions of this Deposit Agreement. The transfer delivery of Receipts against Stock deposited with the Depositary Shares may be refusedsuspended, or the delivery, transfer, surrender or exchange registration of transfer of Receipts may be refused and the registration of transfer, surrender, exchange, split-up or combination of outstanding Receipts may be suspended and the deposit of Stock may be refused (ai) during any period when the register of shareholders stockholders of the Company is closed, closed or (bii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements requirement of law or of any government or government, governmental body or commission, stock exchange or under any provision of this Deposit Agreement or, with the concurrence of the Company and the Depositary, for any other reasonNASD.

Limitations on Execution and Delivery. Transfer, Split- ------------------------------------------------------ up, Combination, Surrender ---------------------------------------------------------- and Exchange of ReceiptsReceipts and Withdrawal or Deposit of -------------------------------------------------------------------------------- Stock. ----- As a condition precedent to the execution and ------------------------ delivery, registration of transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the Companydelivery of any distribution thereon or the withdrawal or deposit of Stock, the Depositary or Depositary, any of the Depositary's Agents, Agents or the Company may require any or all of the following: (a) payment to it of a sum sufficient for the payment (or or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount payable by tax or other governmental charge with respect thereto (including any such tax or charge with respect to the holder Stock being deposited or withdrawn or with respect to the Common Stock or other securities or property of a Depositary Shares pursuant to Section 4.07, the Company being issued upon conversion or redemption); (b) a written instrument or instruments production of transfer, in form satisfactory to the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary it as to the identity and genuineness of any signature signature; and (dc) compliance with such reasonable regulations, if any, as the Depositary, with Depositary or the Company's consent, Company may establish consistent not inconsistent with the provisions of this Deposit Agreement. The transfer deposit of Depositary Shares Stock may be refused, the delivery of Receipts against Stock or the deliveryregistration of transfer, transfersplit-up, combination, surrender or exchange of outstanding Receipts and the withdrawal of deposited Stock may be suspended (a) during any period when the register of shareholders stockholders of the Company is closed, or (b) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement orAgreement, or (c) with the concurrence approval of the Company and the DepositaryCompany, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such shares of Stock.

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- Combination, Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution and ------------------------ delivery, transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the CompanyDepositary, the Depositary or any of the Depositary's Agents, Agents or the Company may require any or all of the following: (ai) payment to it of a sum sufficient for the payment (or or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount taxes, charges or expenses payable by the holder of a Depositary Shares Receipt pursuant to Section 4.07, Sections 3.2 and 5.7; (bii) a written instrument or instruments the production of transfer, in form evidence satisfactory to the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary it as to the identity and genuineness of any signature signature, and (diii) compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such regulationsprocedures, if any, as the Depositary, with ---- Depositary or the Company's consent, Company may establish consistent with the provisions of this Deposit Agreement. The transfer deposit of Depositary Shares PIERS may be refused, or the deliverydelivery of Receipts against PIERS may be suspended, the transfer of Receipts may be refused, and the transfer, surrender split-up, combination, surrender, exchange or exchange redemption of outstanding Receipts may be suspended (ai) during any period when the register of shareholders stockholders of the Company is closed, closed or (bii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements requirement of law or of any government or government, governmental body or commission, stock exchange or the NASD or under any provision of this Deposit Agreement or, with the concurrence of the Company and the Depositary, for any other reasonAgreement.

Limitations on Execution and Delivery. Transfer, ------------------------------------------------ Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to the execution ---------------------------------- and ------------------------ delivery, registration of transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the CompanyDepositary, the Depositary or any of the Depositary's Agents, Agents or the Company may require (ai) payment to it of a sum sufficient for the payment (or or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount charges or expenses payable by the holder of a Depositary Shares Receipt pursuant to Section 4.07, 5.07 (b) a written instrument or instruments of transfer, in form evidence reasonably satisfactory to the Company that such charges and the Depositary, duly executed by the record holder or by its attorney duly authorized in writingexpenses have been paid), (cii) proof the production of evidence satisfactory to the Company and the Depositary it as to the identity and genuineness of any signature and (diii) compliance with such regulations, if any, as the Depositary, with Depositary or the Company's consent, Company may establish consistent not inconsistent with the provisions of this Deposit Agreement. The transfer deposit of Depositary Shares Stock may be refused, or the deliverydelivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (ai) during any period when the register of shareholders stockholders of the Company is closed, closed or (bii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements requirement of law or of any government or governmental body or commission, commission or under any provision of this the Deposit Agreement orAgreement, or with the concurrence approval of the Company and the DepositaryCompany, for any other reason. Without limitation of the foregoing, the Depositary shall not accept for deposit under this Deposit Agreement any Stock as to which it has actual knowledge is required to be registered under the Securities Act, unless a registration statement under the Securities Act is in effect as to such Stock; provided, however, the Depositary -------- ------- shall have no affirmative duty to determine whether any Stock is required to be registered under the Securities Act or whether the effectiveness of any registration statement has been suspended.

Limitations on Execution and Delivery. Transfer, ------------------------------------------------ Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to the execution ---------------------------------- and ------------------------ delivery, registration of transfer, split-up, combination, surrender (upon redemptionsurrender, liquidation, dissolution exchange or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange redemption of any Receipt, the Companywithdrawal of any Stock underlying the Depositary Shares or the exercise of any conversion rights, the Depositary or Depositary, any of the Depositary's Agents, Agents or the Company may require (a) payment to it of a sum sufficient for the payment (or or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any amount charges or expenses payable by the holder of a Depositary Shares Receipt pursuant to Section 4.075.07, (b) a written instrument or instruments may require the production of transfer, in form evidence satisfactory to the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary it as to the identity and genuineness of any signature and (d) may also require compliance with such regulations, if any, as the Depositary, with Depositary or the Company's consent, Company may establish consistent with the provisions of this Deposit Agreement. The transfer exercise of any conversion rights or the withdrawal of any Stock underlying the Depositary Shares may be refusedsuspended, or the deliverydelivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender surrender, exchange or exchange redemption of outstanding Receipts may be suspended (ai) during any period when the register of shareholders stockholders of the Company is closed, closed or (bii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirements requirement of law or of any government or governmental body or commission, commission or under any provision of this Deposit Agreement or, with the concurrence of the Company and the Depositary, for any other reasonAgreement.