Common use of PRE-RELEASE OF RECEIPTS Clause in Contracts

PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agent). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-Releases”) that the Pre-Releases, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered hereunder with any particular Pre-Releases on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Industrias Bachoco Sa De Cv)

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PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("Pre-Release"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a Table of Contents written representation and agreement from the person to whom Receipts or Shares are to be delivered (the "Pre-Releases”Releasee") that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, Receipts as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities securities, or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days Business Days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%30'-.) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-ReleasesReleasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-ReleasesReleasee's obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Energy Co of Parana)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("Pre-Release"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the "Pre-Releases”Release") that the Pre-ReleasesRelease, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)'s request, (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Telesp Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Issuer or its agent as contemplated by Section 4.9) or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.2, 4.3, 4.12 or 6.2. The Depositary may issue Receipts against the delivery by the Company Issuer (or any agent of the Company Issuer recording ownership of SharesShare ownership) of rights to receive Shares from the Company Issuer (or any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company Issuer to cease doing so, the Depositary may, may (i) notwithstanding Section 2.03 of the Deposit Agreement2.3 hereof, execute and deliver Receipts prior to the receipt of Shares shares pursuant to Section 2.02 of the Deposit Agreement(“Pre2.2 ("Pre-Release”). The Depositary may, ") and (ii) pursuant to Section 2.05 of the Deposit Agreement2.5, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such any Pre-Release or the Depositary knows that remains outstanding at such Receipt has been Pre-Releasedtime. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-ReleaseRelease . Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releases”Releasee") that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsagrees to indicate the Depositary as owner of such Shares or Receipts in its records and to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, title and interest in (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, and (iv) agrees to any additional restrictions or requirements that the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-ReleasesReleasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-ReleasesReleasee's obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording ownership of SharesShare ownership) of rights to receive Shares from the Company (or any such agentagent of the Company). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement(“PreAgreement (a "Pre-Release"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releases”Releasee") that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered hereunder with any particular Pre-Releases on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.and

Appears in 1 contract

Samples: Deposit Agreement (Jiangsu Expressway Co LTD)

PRE-RELEASE OF RECEIPTS. The Neither the Depositary may issue Receipts against nor the delivery Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company (or any its agent as contemplated by Section 4.08 of the Company recording ownership of Shares) of rights Deposit Agreement or pursuant to receive Shares from the Company (a sale under Section 3.02, 3.05, 4.03, 4.11 or any such agent). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 6.02 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesRelease”) that the Pre-ReleasesRelease, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)’s request, (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of PreReleases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases anyone person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Telemig Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)’s request, (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement or pursuant to a sale under Section 3.02, 3.05, 4.03, 4.11 or 6.02 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receiptsurrender and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("“Pre-Release"”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)'’s request, (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Tele Norte Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording ownership of SharesShare ownership) of rights to receive Shares from the Company (or any such agentagent of the Company). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releases's Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's Releasee’s obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (General Geophysics Co)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("Pre-Release"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the "Pre-Releases”Releasee") that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, Receipts as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities securities, or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days Business Days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%30'-.) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-ReleasesReleasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-ReleasesReleasee's obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording ownership of SharesShare ownership) of rights to receive Shares from the Company (or any such agentagent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-Releases”) that the Pre-Releasessuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as for the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Natuzzi S P A)

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PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or other­wise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.03 of to the Deposit Agreementextent permitted by applicable law, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("Pre-Release"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied accom­panied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-Releases”) that the Pre-Releasessuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the OwnersHolders, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)'s request, (b) at all times fully collateralized collateral­ized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations regula­tions as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropri­ate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Holders as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Posco)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a "Pre-Release” that is " subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of to the Deposit Agreementextent permitted by applicable law, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement ("Pre-Release"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-Releases”) that the Pre-Releasessuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)'s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of Receipts, as the Pre-Release transaction case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Korea Electric Power Corp)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of to the Deposit Agreementextent permitted by applicable law, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-Releases”) that the Pre-Releasessuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases one person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of Receipts, as the Pre-Release transaction case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect agrees in effect to hold such Shares or Receipts, as the case may be, that is inconsistent with for the transfer of beneficial ownership (including, without the consent account of the Depositary until delivery of the same upon the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release)’s request, (b) at all times fully collateralized with cash, cash or U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitysecurities, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited hereunderoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered done hereunder with any particular Pre-Releases anyone person on a case-by-case by case basis as the Depositary it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releases's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's obligation to deliver Shares or Receipts upon termination of the Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). Table of Contents The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Vivo Participacoes S.A.)

PRE-RELEASE OF RECEIPTS. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by rights to receive Shares from the Company (or any agent of the Company recording ownership of Shares) of rights to receive Shares from the Company (or any such agentShare ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing soIn its capacity as Depositary, the Depositary may, notwithstanding Section 2.03 of will not deliver Shares held under the Deposit Agreement, Agreement prior to the receipt and cancellation by the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightsright, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such a Pre-Release), (b) at all times fully collateralized collateralized) with cash, U.S. government securities or such other collateral as the Depositary depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered hereunder into under the Deposit Agreement with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releases's Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's Releasee’s obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). under the Deposit Agreement) The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Depositary may require that, prior to the Effective Time, the person to whom any Pre-release is to be made pursuant to Section 2.09 of the Deposit Agreement deliver to the Depositary a duly executed and completed Depositor Certificate in substantially the form attached to the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Cesp Companhia Energetica De Sao Paulo /Fi)

PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against the delivery by the Company Issuer (or any agent of the Company Issuer recording ownership of SharesShare ownership) of rights to receive Shares from the Company Issuer (or any such agent). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company Issuer to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement(“PreAgreement (“Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Deposited Securities Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-ReleasesReleasee”) that the Pre-ReleasesReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty twenty percent (3020%) of the Shares deposited hereunderunder the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate, and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered hereunder into under the Deposit Agreement with any particular Pre-Releases Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releases's Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releases's Releasee’s obligation to deliver Shares or Receipts upon termination of the a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

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