Common use of RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN Clause in Contracts

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

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RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the CompanyCompany pursuant to Section 6.02 of the Deposit Agreement, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementthereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementthereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement, and on (c) the written request of the Company, will such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts Receipts, or (2) if such succession is the result of the resignation of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and any payable by the Company to such predecessor, and (b) the written request of the Company, such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other information relating sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement or the Receipts reasonably requested by such successorAgreement. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Pan Sino International Holding LTD), Deposit Agreement (Beijing Beida Jade Bird Universal Sci-Tech CO LTD), Deposit Agreement (Chitaly Holdings LTD)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect Issuer effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company Issuer will use its best reasonable efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall open an Investor Account with the Dematerialised Securities System, where the Deposited Securities shall be transferred, will execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall such predecessor will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment within 30 days to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians. The Depositary will not charge a fee for cancellation of Receipts and withdrawal of Shares, which shall thereafter be one if any, caused solely by the appointment and qualification of the Custodians under the Deposit Agreementa successor depositary.

Appears in 4 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time may resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation . The Company at any time may remove the Depositary by written notice of its election to take effect upon do so delivered to the appointment of a successor depositary and its acceptance of such appointment as provided Depositary. Notwithstanding anything to the contrary contained in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided , in the Deposit Agreement. In case at any time the acting Depositary shall resign or be removed, it shall continue to act as Depositary for the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough purpose of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and terminating this Deposit Agreement pursuant to the Company an instrument terms of the Deposit Agreement and Paragraph 21 of this Receipt. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. The Depositary may from time to time appoint one or more entities as Custodian. The Custodian shall be subject at all times and in writing accepting all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its appointment duties under the Deposit Agreement by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting under the Deposit Agreement, and thereupon the Depositary shall, promptly after receiving such successor depositarynotice, without any further act appoint a substitute custodian or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment to the Ownerscustodians. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Holders to do so, it may appoint an a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under the Deposit Agreement. The Depositary shall notify the Company promptly after the appointment of a substitute or an additional Custodian under the Deposit Agreement. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it, and any records pertaining thereto, to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Appears in 4 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take all actions contemplated in Section 6.2 of the Deposit Agreement) or (ii) appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary (whereupon the Depositary shall be entitled to take the action contemplated in Section 6.2 of the Deposit Agreement), or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail distribute notice of its appointment to the Owners. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian document or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementany further act.

Appears in 3 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by 60 days' written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company by 60 days' written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will shall use its reasonable best efforts under the circumstances to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York; provided, however, that in the case of a resignation by the Depositary, the Company's "best efforts" obligation to appoint a successor depositary shall be limited to an appointment which is on terms no less favorable than those contained herein and at no greater expense than as set forth in Section 5.09 of the Deposit Agreement. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 3 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided hereinafter provided, subject to the payment to the Depositary prior to such resignation of all amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Deposit Company and the Depositary from time to time. If a successor depositary is not appointed and does not accept such appointment within 90 calendar days after the date of delivery of the Depositary resignation letter, the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Agreement), or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided hereinafter provided, subject to the payment to the Depositary prior to such resignation of all amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Deposit AgreementCompany and the Depositary from time to time. In case at any time the Depositary acting hereunder shall resign or be removed, the Company will shall use its best reasonable efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. The Company shall give notice to the Depositary of the appointment of a successor depositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in Section 5.04 of the Agreement. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Agreement. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deeddeed (except as required by law), will shall become fully vested with all the rights, powers, duties and obligations of its predecessorpredecessor (other than the rights under Sections 5.08 and 5.09 of the Agreement); but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will Company shall as promptly as practicable execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than the rights under Sections 5.08 and 5.09 of the Deposit Agreement), shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall as promptly as practicable deliver to such successor a list of the Owners of all outstanding Receipts and any such other information relating to the Deposit Agreement or Receipts and the Receipts Owners thereof as the successor depositary may reasonably requested by such successorrequest. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Companydocument or any further act. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners appropriate to do so, it may appoint an a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under hereunder. Promptly after any such changes, the Deposit AgreementDepositary shall give notice thereof to the Owners, the other Custodians acting hereunder (if any) and the Company.

Appears in 3 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by upon 60 days written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Company, such resignation Issuer and to take effect be effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company by Issuer upon 60 days' written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in the Deposit Agreementits sole discretion. In case at any time the Depositary shall resign or be removed, the Company will Issuer shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners of Receipts to do so, it may discharge any Custodian under may, after consultation with the Deposit Agreement and Issuer, appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementcustodian.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time may resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time may be removed by the Company by written notice of such removal effective upon removal. Notwithstanding anything to the appointment of a successor depositary and its acceptance of such appointment as provided contrary contained herein, in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, it shall continue to act as Depositary for the Company will use its best efforts purpose of terminating this Deposit Agreement pursuant to appoint a successor depositary, which will be a bank or trust company having an office in the Borough Section 6.02 of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorand Paragraph 21 of this ADR. Any such corporation into or with which the Depositary may be merged or consolidated shall be the successor depositary will promptly mail of the Depositary without the execution or filing of any document or any further act. The Depositary may from time to time appoint one or more entities as Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of its appointment such resignation delivered to the OwnersDepositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Holders to do so, it may appoint an a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under hereunder. The Depositary shall notify the Deposit AgreementCompany promptly after the appointment of replacement or additional Custodian hereunder. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it, and any rewards pertaining thereto, to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Yukos Oil Co), Deposit Agreement (Yukos Oil Co)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment of a successor depositary and its such successor's written acceptance to the Issuer of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will Issuer shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorOwners. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Companydocument or any further act. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 2 contracts

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days’ prior written notice of such removal removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Spark Networks PLC), Deposit Agreement (Spark Networks PLC)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect Issuer effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company Issuer will use its best reasonable efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall open an Investor Account with the Dematerialised Securities System, where the Deposited Securities shall be transferred, will execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall such predecessor will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment within 30 days to the Owners. Whenever the The Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an or additional custodian or custodians. The Depositary will not charge a fee for cancellation of Receipts and withdrawal of Shares, which shall thereafter be one if any, caused solely by the appointment and qualification of the Custodians under the Deposit Agreementa successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (National Bank of Greece Sa), Deposit Agreement (National Bank of Greece Sa)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Global Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Global Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Global Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Global Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Global Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Global Deposit Agreement (Spark Networks PLC)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal removal, effective upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company will shall use its best efforts that are reasonable under the circumstances to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessorpredecessor (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, will Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under hereunder (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the Owners Holders of all outstanding Receipts ADSs and any such other information relating to ADSs and Holders thereof as the Deposit Agreement or the Receipts successor may reasonably requested by such successorrequest. Any such successor depositary will shall promptly mail provide notice of its appointment to the OwnersHolders. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian document or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementany further act.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal removal, effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an additional custodian a substitute custodian. Table of Contents 20. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or custodians, desirable. Any amendment which shall thereafter impose or increase any fees or charges (other than taxes and other governmental charges, registration fees and cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be one deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Custodians under Owner of any Receipt to surrender such Receipt and receive therefor the Deposit AgreementDeposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.

Appears in 1 contract

Samples: Deposit Agreement (Telemig Celular Participacoes Sa)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by 60 days' written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company by 60 days' written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Klabin Sa /Fi)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by 90 days' written notice of its election to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect effective upon the appointment of a successor depositary to the Company and its acceptance of such appointment as provided in the Deposit Agreement, which appointment shall be on terms satisfactory to the Company in its sole discretion. The Depositary may at any time be removed by the Company by 90 days' written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided in the Deposit Agreement, which appointment shall be on terms satisfactory to the Company in its sole discretion. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a current and accurate list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under may, after consultation with the Deposit Agreement and Company when practicable, appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: NH Hotel Group, S.A.

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such Table of Contents successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners Holders of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the OwnersHolders. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Holders to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Erste Bank Der Oesterriechischen /Fi)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal which removal shall be effective on the later of (i) the 60th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company will shall use its best reasonable efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkUnited States. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessorpredecessor (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement); but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under hereunder (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement), shall duly assign, transfer and deliver all Depositary’s right, title and interest in the Deposited Securities Property to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating ADSs, together with copies of such records in relation to the Deposit Agreement or ADSs as the Receipts Company may reasonably requested by such successorrequest. Any such successor depositary will shall promptly mail notice of its appointment within 30 days to the Owners. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian document or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementany further act.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 60 days’ prior written notice of such removal removal, to become effective upon the later of (a) the 60th day after delivery of the notice to the Depositary, unless waived by the Depositary, and (b) appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the The Depositary shall resign or be removedin its discretion may, with prompt notice to the Company will use its best efforts to appoint a successor depositary, (which will be advance notice if practicable), appoint a bank substitute or trust company having an office additional custodian or custodians. Notwithstanding anything to the contrary contained in the Borough of Manhattan, The City of New York. Every successor depositary will execute Deposit Agreement (including the Receipts) and deliver to its predecessor and subject to the Company an instrument in writing accepting its appointment under penultimate sentence of Section 5.03 of the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, Depositary shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successornot be responsible for, and shall deliver incur no liability in connection with or arising from, any act or omission to such successor a list act on the part of the Owners of all outstanding Receipts and any other information relating Custodian except to the Deposit Agreement extent that the Custodian has (i) committed fraud or willful misconduct in the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice provision of its appointment custodial services to the Owners. Whenever Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary determines as determined in its reasonable discretion that it is accordance with the standards prevailing in the best interest of jurisdiction in which the Owners to do so, it Custodian is located. The Depositary may discharge any Custodian perform its obligations under the Deposit Agreement and appoint a substitute Custodianthrough any agent appointed by it, upon Consultation with provided that, (i) in the Company. Whenever case of transfer agency obligations, the Depositary determines shall notify the Company of such appointment and (ii) the Depositary shall remain responsible for the performance of such obligations as if no agent were appointed, in its reasonable discretion that it is in the best interest all cases subject to Section 5.03 of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (PT Multimedia - Servicos De Telecomunicacoes E Multimedia, SGPS, S.A.)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit AgreementAgreement and the receipt of any approvals required by applicable Polish law, including, if applicable, the approval of such successor depositary by the Polish Commission. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit AgreementAgreement and the receipt of any approvals required by applicable Polish law, including, if applicable, the approval of such successor depositary by the Polish Commission. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts promptly to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkYork and, to the extent required by applicable Polish law, to obtain the approval of such successor depositary from the Polish Commission. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the OwnersOwners within 30 days thereof. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary or (ii) appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under the Deposit Agreement. 21.

Appears in 1 contract

Samples: ANA Holdings Inc/Adr

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best reasonable efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall such predecessor will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating Receipts, together with copies of such records in relation to the Deposit Agreement or Receipts as the Receipts Company may reasonably requested by such successorrequest. Any such successor depositary will promptly mail notice of its appointment within 30 days to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter approved by the Company (such approval not to be one of the Custodians under the Deposit Agreementunreasonably withheld).

Appears in 1 contract

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

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RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties duties, and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.reasonable

Appears in 1 contract

Samples: Sap Aktiengesellschaft Systems Applications Products in Data

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the CompanyCompany pursuant to Section 6.02 of the Deposit Agreement, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementthereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementthereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement, and on (c) the written request of the Company, will such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts Receipts, or (2) if such succession is the result of the resignation of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and any payable by the Company to such predecessor, and (b) the written request of the Company, such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other information relating sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement or the Receipts reasonably requested by such successorAgreement. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the The Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (China Wireless Technologies LTD)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by 60 days' written notice of its election to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect effective upon the appointment of a successor depositary to the Company and its acceptance of such appointment as provided in the Deposit Agreement, which appointment shall be on terms satisfactory to the Company in its sole discretion. The Depositary may at any time be removed by the Company by 60 days' written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided in the Deposit Agreement, which appointment shall be on terms satisfactory to the Company in its sole discretion. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a current and accurate list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Invensys PLC/Adr)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit AgreementAgreement and the receipt of any approvals required by applicable Polish law, including, if applicable, the approval of such successor depositary by the Polish Commission. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit AgreementAgreement and the receipt of any approvals required by applicable Polish law, including, if applicable, the approval of such successor depositary by the Polish Commission. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts promptly to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkYork and, to the extent required by applicable Polish law, to obtain the approval of such successor depositary from the Polish Commission. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the OwnersOwners within 30 days thereof. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa/Adr)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor all materials necessary to enable the successor depositary to carry out the responsibilities of the Depositary hereunder, including, but not limited to, a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Notwithstanding the foregoing, any resignation or removal and appointment of a successor Depositary shall not relieve the prior depositary or the Company from its obligations and liabilities pursuant to Section 5.08 of the Deposit Agreement. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementa substitute custodian.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time may resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time may be removed by the Company by written notice of such removal effective upon removal. Notwithstanding anything to the appointment of a successor depositary and its acceptance of such appointment as provided contrary contained in the Deposit Agreement. In , in case at any time the Depositary shall resign or be removed, it shall continue to act as Depositary for the Company will use its best efforts purpose of terminating this Deposit Agreement pursuant to Section 6.02 of the Deposit Agreement and Paragraph 21. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. The Depositary may from time to time appoint a successor depositary, which will one or more entities as Custodian. The Custodian shall be a bank or trust company having an office subject at all times and in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and all respects to the Company an instrument in writing accepting directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its appointment duties under the Deposit Agreement by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting under the Deposit Agreement, and thereupon the Depositary shall, promptly after receiving such successor depositarynotice, without any further act appoint a substitute custodian or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment to the Ownerscustodians. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Holders to do so, it may appoint an a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under Custodians. The Depositary shall notify the Deposit AgreementCompany promptly after the appointment of replacement or additional Custodian. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it, and any rewards pertaining thereto, to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of such removal that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such its appointment as provided in the Deposit Agreement. In case at any time If the Depositary shall resign resigns or be is removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessorDepositary, upon payment of all sums due it and on the written request of from the Company, will execute shall deliver to its successor (i) a register listing all the Owners and deliver an instrument transferring to such their respective holdings of outstanding American Depositary Shares and (ii) the Deposited Securities. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and powers shall assume all the duties of such the Depositary under the Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list except for its duties under Section 5.8 of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successor. Any such successor depositary will promptly mail notice of its appointment with respect to the Ownerstime before that discharge. Whenever the The Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge at any Custodian under the Deposit Agreement and time appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementcustodian.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the CompanyCompany pursuant to Section 6.02 of the Deposit Agreement, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementthereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementthereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement, and on (c) the written request of the Company, will such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts Receipts, or (2) if such succession is the result of the resignation of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and any payable by the Company to such predecessor, and (b) the written request of the Company, such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other information relating sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement or the Receipts reasonably requested by such successorAgreement. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the The Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an or additional custodian or custodians, each of which shall thereafter be one of the Custodians under the Deposit Agreementhereunder.

Appears in 1 contract

Samples: Deposit Agreement (Universal Holdings LTD)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time Company or be removed as Depositary by the Company by written notice of such removal effective delivered to the Depositary, such resignation or removal to take effect upon the appointment of and acceptance by a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company will shall use its best reasonable efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. If the Company shall have used its reasonable efforts to appoint a successor depositary it shall have no liability to the Holders for any failure to appoint such a successor. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder and such evidence of establishment of any arrangements reasonably required by the Company to ensure such successor will be able to carry out its obligations under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, successor and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorHolders. Any such successor depositary will shall promptly mail notice of its appointment to the OwnersHolders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest Holders of the Owners receipts to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Repsol Ypf Sa)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the Company, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement or (ii) termination by the Depositary pursuant to Section 6.02 of the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank substitute or trust company having an office in the Borough of Manhattan, The City of New Yorkadditional custodian or custodians. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessorprede­cessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument in­strument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Lottomatica S.p.A.)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment of a successor depositary and its such successor’s written acceptance to the Issuer of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will Issuer shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorOwners. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever Any corporation into or with which the Depositary determines in its reasonable discretion that it is in may be merged or consolidated shall be the best interest successor of the Owners to do so, it may discharge Depositary without the execution or filing of any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Companydocument or any further act. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of its election so to do so delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementa substitute custodian.

Appears in 1 contract

Samples: Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by 60 days’ written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company by 60 days’ written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. In case at any time the Depositary shall resign or be removed, the Company will shall use its best efforts to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the The Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreementcustodian.

Appears in 1 contract

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

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Subject to Section 6.2 of the Deposit Agreement, the Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Subject to Section 6.2 of the Deposit Agreement, the Depositary may at any time be removed by the Company by written notice of such removal removal, effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will use its best efforts to appoint a successor depositary, which will be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will execute and deliver an instrument instrument, which shall include such provisions as may be necessary to validly transfer title to the Deposited Securities to the successor depositary in accordance with Japanese law, transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall will duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall will deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under may, upon consultation with the Deposit Agreement Company, if practicable in light of timing and market constraints, appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may appoint an or additional custodian or custodians, each of which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Trend Micro Inc)

RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by 60 days’ written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, such resignation to take effect Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company by 60 days’ written notice of such removal effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in the Deposit Agreementits sole discretion. In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company will shall use its reasonable best efforts under the circumstances to appoint a successor depositary, which will shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York; provided, however, that in the case of a resignation by the Depositary, the Company’s “best efforts” obligation to appoint a successor depositary shall be limited to an appointment which is on terms no less favorable than those contained herein and at no greater expense than as set forth in Section 5.09 of the Deposit Agreement. Every successor depositary will shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed, will shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, will shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to the Deposit Agreement or the Receipts reasonably requested by such successorReceipts. Any such successor depositary will shall promptly mail notice of its appointment to the Owners. Whenever the Depositary determines in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian under the Deposit Agreement and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners Receipts to do so, it may appoint an a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians under the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Ultrapar Holdings Inc)

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