Common use of TERMINATION OF THE DEPOSIT AGREEMENT Clause in Contracts

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice of such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) sell rights as provided in the Deposit Agreement and (iii) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 9 contracts

Samples: Deposit Agreement (Carso Global Telecom /Fi), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

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TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice notices of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement (upon 30 days' prior written notice of such termination to the Company and the Owners of all Receipts then outstanding) if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation sent by registered mail, return receipt requested, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing shall mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in Article (9) of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the whole number of Deposited Securities represented by the American Depositary Shares evidenced by such Receipts and to the net proceeds of the sale of any fractional Deposited Securities represented thereby. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly) and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell property and rights and convert Deposited Securities as provided in the Deposit Agreement and (iii) shall continue to deliver Deposited Securities, Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges charges) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Sappi LTD)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing will mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in paragraph (7) on the face of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipts. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Owners thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions collection of the Deposit Agreement, (i) continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) sell rights as provided in the Deposit Agreement and (iii) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights and the delivery of Deposited Securities or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such saleThereafter, the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deductingdeduction, in each case, of the applicable fees and expenses fee of the Depositary for the surrender of a Receipt and applicable taxes or governmental charges any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 4 contracts

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

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time ninety (90) 150 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing shall mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Transfer Office, (ii) payment of the fees of the Depositary for the surrender of Receipts provided herein and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipts. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary and its agents thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit AgreementAgreement and the ADRs, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect receive and hold (or sell) dividends and other distributions pertaining to Deposited Securities, (ii) sell rights as provided in the Deposit Agreement and (iii) shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and and/or the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated in a segregated account and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceedssurrendered their Receipts. After making such sale, the Depositary shall be discharged from all obligations under the Deposit AgreementAgreement and the ADRs, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges charges) and except as provided in for any of its prior obligations under Section 5.08 of the Deposit Agreement.). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereofof the Deposit Agreement and its agents.

Appears in 3 contracts

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

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice notices of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement (upon 30 days' prior written notice of such termination to the Company and the Owners of all Receipts then outstanding) if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation sent by registered mail, return receipt requested, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing shall mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in Article (9) of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the whole number of Deposited Securities represented by the American Depositary Shares evidenced by such Receipts and to the net proceeds of the sale of any fractional Deposited Securities represented thereby. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly) and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell property and rights and convert Deposited Securities as provided in the Deposit Agreement and (iii) shall continue to deliver Deposited Securities, Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata PRO RATA benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges charges) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 2 contracts

Samples: Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at at, any time at the written direction of the Company Company, shall terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding, if at any time ninety (90) 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 5.04 2.5 of the Deposit Agreement, such termination and (c) payment of any applicable taxes or governmental charges, be entitled to become effective delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary mailing notice of Shares evidenced by such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such terminationReceipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Owners thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell rights and other property as provided in the Deposit Agreement Agreement, and (iii) shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds pro- ceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary Deposi- tary with respect to such net proceeds. After making such sale, the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreementcharges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 with respect to indemnification, charges, and 5.09 thereofexpenses.

Appears in 1 contract

Samples: Alstom

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at any time at the written direction of the Company (which shall be confirmed in writing) terminate the Deposit Agreement by mailing notice of such termination to the Owners Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice of such termination to Owners Holders of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (ia) continue to collect dividends and other distributions pertaining to Deposited Securities, (iib) sell rights as provided in the Deposit Agreement and (iiic) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months two years from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold the uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners Holders of Receipts which have not theretofore been surrendered, such Owners Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 1 contract

Samples: Deposit Agreement (Ica Corp)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time ninety (90) 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing will mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in paragraph (7) on the face of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipts. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Owners thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions collection of the Deposit Agreement, (i) continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) sell rights as provided in the Deposit Agreement and (iii) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights and the delivery of Deposited Securities or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such saleThereafter, the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deductingdeduction, in each case, of the applicable fees and expenses fee of the Depositary for the surrender of a Receipt and applicable taxes or governmental charges any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 1 contract

Samples: Deposit Agreement (Total Fina Elf Sa)

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TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at at, any time at the written direction of the Company Company, shall terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding, if at any time ninety (90) 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 5.04 2.5 of the Deposit Agreement, such termination and (c) payment of any applicable taxes or governmental charges, be entitled to become effective delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary mailing notice of Shares evidenced by such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such terminationReceipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall will discontinue the registration of transfers of Receipts, shall will suspend the distribution of dividends to the Owners thereof, and shall will not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell rights and other property as provided in the Deposit Agreement Agreement, and (iii) shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and con- ditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreementcharges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 with respect to indemnification, charges, and 5.09 thereofexpenses.

Appears in 1 contract

Samples: Deposit Agreement (Alstom)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice notices of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement (upon 30 days’ prior written notice of such termination to the Company and the Owners of all Receipts then outstanding) if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation sent by registered mail, return receipt requested, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing shall mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary’s Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in Article (9) of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the whole number of Deposited Securities represented by the American Depositary Shares evidenced by such Receipts and to the net proceeds of the sale of any fractional Deposited Securities represented thereby. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly) and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell property and rights and convert Deposited Securities as provided in the Deposit Agreement and (iii) shall continue to deliver Deposited Securities, Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata PRO RATA benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deducting, in each case, the applicable fees and expenses fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges charges) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 1 contract

Samples: Deposit Agreement (Sappi LTD)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall will at any time at the written direction of the Company terminate the Deposit Agreement by mailing notice notices of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement (upon 30 days' prior written notice of such termination to the Company and the Owners of all Receipts then outstanding) if at any time ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and resignation sent by registered mail, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the . The Depositary mailing shall mail notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) 30 days prior to the date fixed in such notice for such termination. On and after the date of termination, each Owner shall, upon (i) surrender of each of its Receipts at the Depositary's Corporate Trust Office, (ii) payment of the fees of the Depositary for the surrender of Receipts as provided in paragraph (9) of this Receipt and (iii) payment of any applicable taxes and governmental charges, be entitled to delivery, to him or upon his order, of the whole number of Deposited Securities represented by the American Depositary Shares evidenced by such Receipts and to the net proceeds of the sale of any fractional Deposited Securities represented thereby. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (i) shall continue to collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell rights as provided in the Deposit Agreement and (iii) shall continue to deliver Deposited Securities, Securities together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the DepositaryDepositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of six months one year from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunderunder the Deposit Agreement, unsegregated and without liability for interest, for the pro rata PRO RATA benefit of the Owners of Receipts which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such saleThereafter, the Depositary shall will be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, cash (after deductingdeduction, in each case, of the applicable fees and expenses fee of the Depositary for the surrender of a Receipt and any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges charges) and except as provided in for its obligations under Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 1 contract

Samples: Deposit Agreement (Axa)

TERMINATION OF THE DEPOSIT AGREEMENT. The Depositary shall at any time at the written direction of the Company (which shall be confirmed in writing) terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04 of the Deposit Agreement, such termination to become effective by the Depositary mailing notice of such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On and after the date of termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.05 of the Deposit Agreement, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to such Owner or upon such Owner's order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of the Deposit Agreement, (ia) continue to collect dividends and other distributions pertaining to Deposited Securities, (iib) sell rights as provided in the Deposit Agreement and (iiic) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of six months two years from the date of termination, the Depositary may sell the Deposited Securities then held by it under the Deposit Agreement and may thereafter hold the uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 thereof.

Appears in 1 contract

Samples: Deposit Agreement (Ducati Motor Holding Spa)

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