The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Banco Itau Holding Financeira S A), Deposit Agreement (Banco Itau Holding Financeira S A), Deposit Agreement (Perdigao Sa)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunderUpon receiving notice of the Custodian’s resignation, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
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)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it London Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the United Kingdom. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Unilever PLC), Deposit Agreement (Unilever PLC), Deposit Agreement (Unilever PLC)
The Custodian. The Depositary, after consultation with Depositary has initially appointed Societe Generale as custodian and agent of the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and appoint a substitute custodian, after consultation with the Issuer, appoint a substitute custodianCompany, which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute or an additional custodian, after consultation with the Company, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel), Deposit Agreement (Alcatel)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Mumbai Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Republic of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with appoint, upon notice to the IssuerCompany, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Rediff Com India LTD), Deposit Agreement (Rediff Communication LTD)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agentLondon Branch, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, with notice to the Company, promptly after receiving appoint a substitute custodian. The Depositary shall require such noticeresigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do so, it Company. Citibank may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding any other provision of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Deposit Agreement or any ADR(s) to the contrary, the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance shall not be obligated to give notice to the Depositary and Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (British American Tobacco p.l.c.), Deposit Agreement (Citibank,N.A./ADR)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Santander Investment S.A. as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice, and after consultation with the Issuerreasonable consent of the Company appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may with the reasonable consent of the Company appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
The Custodian. The Depositary, after consultation upon the request or with the Issuerapproval of the Company, may from time to time appoint an agent(and shall, as permitted by Brazilian law and any other applicable laws promptly as practicable, whenever there be no Custodian hereunder) appoint one or regulations, more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be may discharge the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners at any time upon notice to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunderbeing discharged. Upon demand of the Depositary the Any Custodian ceasing to act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
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 (P&o Princess Cruises PLC)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agentMumbai Branch, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Mumbai Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Republic of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Tata Motors LTD/Fi)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has, as permitted by Brazilian law of the date of the Deposit Agreement, appointed Citibank Europe plc as custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor Custodians in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian Custodians may resign and be discharged from its their duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders of ADSs to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of ADSs. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Skandinaviska Enskilda Banken as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly , promptly after receiving such notice, and after consultation with the IssuerCompany to the extent reasonably practicable, appoint a substitute custodian that is organized under the laws of Sweden. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, after consultation with the Company to the extent reasonably practicable, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Telia Ab), Deposit Agreement (Teliasonera Ab)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citicorp Nominees Pty Limited as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, with notice to the Company, promptly after receiving appoint a substitute custodian that is organized under the laws of Australia. The Depositary shall require such noticeresigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (BHP Billiton LTD), Deposit Agreement (BHP Billiton LTD)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Mumbai Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Republic of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, upon notice to the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Sify Technologies LTD)
The Custodian. The Depositary, after consultation with the Issuer, Depositary may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian or its successor and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with appoint, subject to the Issuerwritten approval of the Company which shall not unreasonably withheld, appoint a substitute custodian, custodian that is organized under the laws of India and which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Registered Holders to do so, it may appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian hereunderCustodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary the any previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians as the Depositary shall instruct. The Each such substitute or additional custodian or custodians shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but provided, however, that the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Banco Itau as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is organized under the laws of Brazil. The Depositary shall, promptly after receiving upon prior written notice to the Company, require such noticeresigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, upon prior written notice to the Company, discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Votorantim Pulp & Paper Inc), Deposit Agreement (Votorantim Pulp & Paper Inc)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank International Plc - Paris branch as Custodian hereunderfor the purpose of this ADW Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Warrants for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of The Republic of France. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADWs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Air France /Fi), Deposit Agreement (Air France /Fi)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank Europe plc as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Property and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Property held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Property. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do so, it Company. Citibank may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Property pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Calliditas Therapeutics AB), Deposit Agreement (Citibank,N.A./ADR)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Taipei Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Republic of China. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Advanced Semiconductor Engineering Inc), Deposit Agreement (Advanced Semiconductor Engineering Inc)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Hong Kong branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after in consultation with the IssuerCompany, promptly appoint a substitute custodian that is organized under the laws of Hong Kong. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD), Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. London as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of England and Wales. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Prudential PLC), Deposit Agreement (Imperial Chemical Industries PLC)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Citibank International Plc London, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian with notice to the Company. The Depositary shall require such resigning or discharged Custodian to Deliver, which shall thereafter be or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian hereunderdesignated by the Depositary. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities with notice to the Company, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodiancustodian with notice to the Company, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Upon demand of Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Delhaize Group), Deposit Agreement (Delhaize Group)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agentLondon Branch, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, with notice to the Company, promptly after receiving appoint a substitute custodian. The Depositary shall require such noticeresigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (British American Tobacco p.l.c.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Korea Securities Depository as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of Korea. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Gmarket Inc.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citigroup Global Markets Deutschland AG as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Property and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Property held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Property. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners Company. Subject to do soapplicable law, it Citibank, N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Property pursuant to the Depositary Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement, and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance Depositary shall promptly give notice thereof to the Company. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, writing and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Innocoll AG), Deposit Agreement (Citibank,N.A./ADR)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it principal Paris office of AXA Banque as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor successors, which shall be an accredited intermediary acting through a specified office located in France, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The If the Depositary receives notice of the resignation of the Custodian may resign and be discharged from its duties hereunder by notice and, upon the effectiveness 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 would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian or custodians, each of which shall be an accredited intermediary acting through a specified office located in France, and each of which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its discretion determines determines, after consultation with the Company to the extent practicable, that it is in the best interest of the Owners to do so, so it may appoint a substitute custodianor additional custodian or custodians, which shall be an accredited intermediary acting through a specified office located in France, each of which shall thereafter be one of the Custodian Custodians hereunder. Upon demand of the Depositary the Depositary, any Custodian shall deliver transfer such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder as are requested of it to any other Custodian or such substitute or additional custodian. The Depositary shall cause each substitute custodian shall or additional custodian, forthwith upon its appointment, to deliver to the Depositary and the Issuer, forthwith upon its appointment, Company an acceptance of such appointment satisfactory in form and substance satisfactory to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of the Custodianany Custodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Axa)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Banco Itau S.A as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion and after consultation with the IssuerCompany, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Gafisa S.A.), Deposit Agreement (Gafisa S.A.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank International Plc - Paris branch as Custodian hereunderfor the purpose of this ADS Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of The Republic of France. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Ads Deposit Agreement (Air France-KLM /Fi), Ads Deposit Agreement (Air France /Fi)
The Custodian. The Depositary, after consultation with Depositary has initially appointed its principal London office as the Issuer, may from time to time appoint an agent, as permitted by Brazilian law Custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian approved by the Issuer (such approval not to be unreasonably withheld) which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodianor additional custodian approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the any previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or substitute or additional custodian. Each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Immediately upon any such change, the Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Owners of Receipts. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (British Biotech PLC), Deposit Agreement (Vernalis PLC)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Bank of Ireland as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of Receipts as promptly as practicable. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Icon PLC /Adr/), Deposit Agreement (Icon PLC /Adr/)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Hong Kong Branch as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Securities held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Chemspec International LTD), Deposit Agreement (Chemspec International LTD)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Principal Office of Banco Itaú S.A. as Custodian hereunderand agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 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, after Consultation with the Issuer, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after Consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such the substitute custodian. The substitute custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
The Custodian. The DepositaryDepositary has initially appointed Citibank AG, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Frankfurt as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany, promptly appoint a substitute custodian that is organized under the laws of Germany. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Qimonda AG), Deposit Agreement (Qimonda AG)
The Custodian. The Depositary, after consultation upon the request or with the Issuerapproval of the Bank, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Each Custodian or its successor so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may, and upon such resignation there shall be no instructions from the Bank shall, discharge the Custodian acting hereunder, at any time upon notice to the Custodian being discharged; provided that the Depositary shallmay not discharge the Bank acting in the capacity of Custodian. The Depositary, promptly after receiving such noticedischarge or receipt of such notice of resignation, and after consultation may, upon the request or with the Issuerapproval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementname and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
The Custodian. The Depositary, after consultation with Depositary has initially appointed the Issuer, may from time to time appoint an agent, principal Dublin office of the Bank of Ireland as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (CRH Public LTD Co)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Hong Kong as Custodian hereunderand agent for the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such noticeshall promptly, and after consultation with the IssuerCompany, appoint a substitute custodian that is organized under the laws of Hong Kong. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, after consultation with the Company (if such consultation is practicable in the opinion of the Depositary), that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities and agent of such successor depositary without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Hutchison Telecommunications International LTD), Deposit Agreement (Hutchison Telecommunications International LTD)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Promptly after any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders and the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodianCompany. The Depositary shall use its reasonable efforts to obtain from the substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, writing and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Votorantim Cimentos S.A.)
The Custodian. The Depositary, after consultation with the Issuer, Depositary may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as its Custodian hereunder. The Depositary has initially appointed ABSA Bank Limited as Custodian or its successor and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian hereunderCustodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary the any previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians as the Depositary shall instruct. The Each such substitute or additional custodian or custodians shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but provided, however, that the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it (Taipei) as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute qualified custodian that is organized under the laws of the Republic of China. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Banco Itau S.A. as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Votorantim Pulp & Paper Inc), Deposit Agreement (Aracruz Cellulose S A)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed State Street Bank as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the United Kingdom. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The Depositary, after consultation with the Issuer, Depositary may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Each Custodian or its successor so appointed shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it, and the Depositary undertakes to procure compliance by each Custodian with the applicable provisions of this Deposit Agreement. The Any Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be may discharge the Custodian hereunderat any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest The Depositary, after such discharge or receipt of the Owners to do sosuch notice of resignation, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Any Custodian ceasing to act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Repsol Ypf Sa)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Citibank DTVM S.A., as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and shall after consultation with the IssuerCompany, promptly appoint a substitute custodian that is organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agentN.A. - Amsterdam, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany (if reasonably practicable), promptly appoint a substitute custodian that is organized under the laws of The Netherlands. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, after consultation with the Company (if reasonably practicable), appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Royal DSM N.V.)
The Custodian. The DepositaryDepositary has appointed The Industrial Bank of Japan, after consultation with the IssuerLimited, may from time to time appoint an agentTokyo, Japan, and The Fuji Bank, Limited, Tokyo, Japan, severally, as permitted by Brazilian law Custodians and any other applicable laws or regulations, to act agents of the Depositary for it as the purposes of this Deposit Agreement. Each Custodian hereunder. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Either Custodian may resign and be discharged from its duties hereunder 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 after such resignation there will be a Custodian remaining hereunder, the resigning Custodian shall, upon demand of the Depositary, deliver Deposited Securities held by it to such remaining Custodian and such remaining Custodian shall thereupon assume the obligations and duties of such resigning Custodian, including obligations or duties pursuant to Section 2.03 hereof, if any. If after such resignation there will be no Custodian acting remaining hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodianCustodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners holders of Receipts to do so, it may upon prior consultation with Hitachi appoint a substitute custodianCustodian, which for either Custodian, which, together with any other Custodian hereunder, shall thereafter be the a Custodian hereunder. Upon , and upon demand of the Depositary the any previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodianCustodian. The Each such substitute custodian Custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change the Depositary and the Issuershall mail notice thereof to all record holders of Receipts. The Depositary agrees with the Issuer that If prior to such change two entities were acting severally as Custodian such notice shall be mailed at no time Hitachi's expense but if prior to such change only one entity was acting as Custodian such notice shall there be more than one Custodian acting in connection with this Deposit Agreementmailed without cost to Hitachi. Upon the appointment of any successor depositary Depositary hereunder, the Custodian then acting hereunder shall stall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Hitachi LTD)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Banco Itau S.A., as permitted by Brazilian law and any other applicable laws custodian of the Depositary for the purpose of this Rule 144A Deposit Agreement. The Depositary may appoint one or regulations, to act for it as Custodian more additional or substitute Custodians hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Rule 144A Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is authorized to act as custodian under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to deliver all Rule 144A Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Rule 144A Deposited Securities as the Depositary may request, to the substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Rule 144A Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderRule 144A Deposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soRule 144A GDRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Rule 144A Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Gafisa S.A.)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agentTaipei Branch, as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany, appoint a substitute custodian, custodian that is organized under the laws of the ROC which shall thereafter be the Custodian hereunder. Whenever The Depositary may discharge any Custodian at any time upon notice to the Depositary in its discretion determines that it is in Custodian being discharged and, after consultation with the best interest of the Owners to do soCompany, it may appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerCompany. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary agrees with shall give notice in writing to all registered Holders of the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementname, location and the appointment of any successor Custodian. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. — Buenos Aires as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallDepositary, promptly after receiving such notice, and after in consultation with the IssuerCompany, shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, in consultation with the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Depositary and the IssuerDeposit Agreement. The Depositary agrees with shall give notice as early as is practicable to the Issuer that at no time shall there be more than one Company, any Holders of ADSs or any other Custodian of its acting in connection with this as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has appointed Nacional Financiera, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it S.N.C. as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (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 The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerCompany. The Immediately upon any such change, the Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Owners. Upon the appointment of any successor depositary Depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is authorized to act as custodian under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever After any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest of the Owners writing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementall Holders. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, writing and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Hong Kong branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (China Medical Technologies, Inc.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has appointed its principal London office as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodianCustodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute subsitute custodian, which shall thereafter be the Custodian hereunder. Upon hereunder and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian Custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of Receipts. Upon the appointment of any successor succssor depositary hereunderbereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; hereunder but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority authortcy as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Huntingdon Life Sciences Group PLC)
The Custodian. The DepositaryDepositary may, after consultation with the IssuerCompany if practicable, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Each Custodian or its successor so appointed (other than Deutsche Bank AG) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Any Custodian may resign and be discharged from its duties hereunder 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. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. If upon following such resignation there shall be or discharge no Custodian acting hereunderexists, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany if practicable, promptly after receiving notice of resignation or after delivering notice of discharge appoint with due care a substitute custodian, which Custodian and such substitute Custodian shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one appointment of and the name and location of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary Depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The Depositary, after consultation upon the written request or with the Issuerwritten approval of the Company, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Each Custodian or its successor so appointed (other than Deutsche Bank AG, Amsterdam Branch) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may discharge any Custodian at any time upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be notice to the Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. – Hong Kong branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (China Medical Technologies, Inc.)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, Offenbach office of BHF-Bank AG as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. The Custodian or its successor acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder by written 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 hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, and after consultation with the Issuer, notice appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodiancustodian or appoint one or more additional custodians, each of which shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Any Custodian ceasing to act as Custodian hereunder shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it and all other books and records maintained by it with respect to its function as are requested a Custodian hereunder to a Custodian continuing to act upon the instruction of it to such the Depositary. Each substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Owners and to each other Custodian of the name, the address and the Issuer. The Depositary agrees with appointment of any Custodian not named in the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementReceipts. Upon the appointment of any successor depositary Depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Buenos Aires as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallDepositary, promptly after receiving such notice, and after in consultation with the IssuerCompany, shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, in consultation with the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Depositary and the IssuerDeposit Agreement. The Depositary agrees with shall give notice as early as is practicable to the Issuer that at no time shall there be more than one Company, any Holders of ADSs or any other Custodian of its acting in connection with this as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The If the Depositary receives a notice of the resignation of the Custodian may resign and be discharged from its duties hereunder by notice upon effectiveness 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 would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, notice and after consultation with the IssuerCompany, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever Such resignation of the Depositary in Custodian shall take effect upon the appointment of a successor custodian and its discretion determines that acceptance of such appointment. The Depositary, after consultation with the Company, when it is reasonably appears to be in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the a Custodian hereunder. Upon demand Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it at its own expense give notice thereof in writing to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementall Holders. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Kt Corp)
The Custodian. The Depositary, after consultation with the Issuer, Depositary may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary will give prompt notice of any appointment, which will be advance notice if practicable. Any Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may discharge any Custodian at any time upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be notice to the Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon name and location of the appointment of any successor depositary hereunderCustodian not named in the Receipts. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts), subject to the penultimate sentence of Section 5.3 hereof, the Custodian then acting hereunder Depositary shall forthwith becomenot be responsible for, without and shall incur no liability in connection with or arising from, any further act or writingomission to act on the part of any Custodian other than JPMorgan Chase Bank, N.A. except to the agent hereunder extent that the Custodian has (i) committed fraud or willful misconduct in the provision of such successor depositary custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. To the extent the Custodian is JPMorgan Chase Bank, N.A. the Depositary shall be responsible for the acts and omissions to act on the appointment of such successor depositary shall in no way impair the authority part of the Custodian as if the Depositary were acting as Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. (Mumbai) as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts, each other Custodian and the Company. If the Depositary appoints an additional or a substitute custodian (as contemplated above) which is not a branch or subsidiary of Citibank, N.A., the Depositary agrees that (i) it shall obtain the consent of the Company prior to such appointment and (ii) it shall cooperate in good faith and shall use reasonable efforts to assist the Company in obtaining an agreement by such additional or substitute custodian to directly indemnify the Company for loss resulting from acts performed or omitted by the Custodian hereunder. Whenever with substantially the Depositary same terms and conditions as the indemnity provided in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementSection 5.8. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Deutsche Bank Ltd., as permitted by Brazilian law and any other applicable laws custodian of the Depositary for the purpose of this Rule 144A Deposit Agreement. The Depositary may appoint one or regulations, to act for it as Custodian more additional or substitute Custodians hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Rule 144A Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is authorized to act as custodian under the laws of Russia. The Depositary shall require such resigning or discharged Custodian to deliver all Rule 144A Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Rule 144A Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Rule 144A Deposited Securities, or discharge the Custodian with respect to any Rule 144A Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderRule 144A Deposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soRule 144A GDR Certificates, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Rule 144A Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)
The Custodian. The Depositary, after consultation upon written request or with the Issuerwritten approval of the Company, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Each Custodian or its successor so appointed (other than an office of JPMorgan Chase Bank) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may discharge any Custodian at any time upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be notice to the Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Ing Groep Nv)
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Citibank, N.A., Manila, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least 30 days prior to the date on which Depositary;, such resignation is to become effectiveeffective upon appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian that is organized under the laws of the Philippines which shall thereafter be the Custodian hereunder. Whenever The Depositary may discharge any Custodian at any time upon notice to the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may Custodian being discharged and appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and Depositary. Upon demand of the IssuerDepositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name, location and the appointment of any Custodian acting not named in connection with this Deposit Agreementthe GDRs. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; ;, but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The depositary has initially appointed Citibank, N.A. (Bombay Branch) as custodian and agent of the Depositary for the purpose of this Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least 30 days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Cxxxxxxxx and its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, notice and after consultation with the IssuerCompany, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever The Depositary, after consultation with the Depositary in its discretion determines that Company, when it is reasonably appears to be in the best interest of the Owners Holder to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change, the Depositary and shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Issuer. The Depositary agrees Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with the Issuer that at no time shall there be more than one all records maintained by it as Custodian acting in connection with this Deposit Agreementrespect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, principal London office of the Depositary as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian Custodians hereunder. Upon demand of the Depositary the any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. Immediately upon any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer and all Owners to such effect.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Hong Kong Branch as Custodian hereunderand agent for the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such noticeshall promptly, and after consultation with the IssuerCompany, appoint a substitute custodian that is licensed to operate as custodian under the laws of Hong Kong. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, after consultation with the Company (if such consultation is practicable in the opinion of the Depositary), that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities and agent of such successor depositary without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Hutchison Telecommunications Hong Kong Holdings LTD)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank N.A. as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after consultation shall upon the request or with the Issuerprior approval of the Company (a) promptly appoint a substitute custodian that is organized under the laws of the Republic of Italy. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary may upon the request or with the prior approval of the Company appoint an additional custodian with respect to any Deposited Securities, or (b) discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership Receipts and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementeach other Custodian. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Hong Kong as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Cayman Islands. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADRs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after following consultation with the IssuerCompany, promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Promptly after any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest of the Owners writing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary all Holders and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, writing and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. (London) as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Property and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Property held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Property. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Property pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Banco Bradesco S.A., as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of Brazil or appoint Citibank, promptly after receiving N.A. as the Custodian of the Deposited Securities hereunder. The Depositary shall require such noticeresigning or discharged Custodian to deliver the Deposited Securities held by it, and together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the substitute custodian which shall assume its duties as Custodian hereunder as of the effective date of the resignation of the resigning or discharged Custodian. Whenever the Depositary, after consultation with the IssuerCompany, to the extent reasonably practicable, reasonably determines that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary ADSs and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerCompany. The Depositary agrees with the Issuer that at no time shall there be more than one (1) Custodian acting in connection with this the Deposit AgreementAgreement unless permitted by Brazilian law. Upon the appointment of any successor depositary hereunderdepositary, the Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Light S.A.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has appointed Banco Inbursa S.A., as permitted by Brazilian law Custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to itit and shall have no obligations to any Owners or Beneficial Owners. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (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, and after consultation with the Issuer, appoint a substitute custodiancustodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be the a Custodian hereunder. Whenever the The Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodianor additional custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be one of the Custodian Custodians hereunder. Upon demand of the Depositary the any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary Depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
The Custodian. The Depositary, after consultation with Depositary has initially appointed Unibanco as custodian and agent of the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged at its request from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompanies, appoint a substitute custodian, custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. Whenever The Depositary, after consultation with the Depositary in its discretion determines that it is in Companies, may discharge the best interest of Custodian at any time upon notice to the Owners to do so, it may Custodian being discharged and appoint a substitute custodian, which who shall thereafter be the Custodian hereunder. Forthwith upon its appointment, the substitute custodian shall deliver to the Depositary and the Companies an acceptance of such appointment satisfactory in form and substance to the Depositary and the Companies. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested requeseted of it to such substitute custodian. The substitute custodian Depositary shall deliver give notice in writing to all registered Holders of the Depositary name, location and the Issuer, forthwith upon its appointment, an acceptance appointment of such appointment satisfactory the Custodian not named in form and substance to the Depositary and the IssuerReceipts. The Depositary agrees with the Issuer Companies that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. Hong Kong as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice, and appoint a substitute custodian after consultation with the IssuerCompany. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (PCCW LTD)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Banco Itaú S.A., as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. Whenever The Depositary may discharge any Custodian at any time upon notice to the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may Custodian being discharged and appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, Company an acceptance of such appointment satisfactory in form and substance to the Depositary and Depositary. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the Issuerinstruction of the Depositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name, location and the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository ("KSD") as custodian of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The If the Depositary receives a notice of the resignation of the Custodian may resign and be discharged from its duties hereunder by notice upon effectiveness 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 would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, notice and after consultation with the IssuerCompany, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever Such resignation of the Depositary in Custodian shall take effect upon the appointment of a successor custodian and its discretion acceptance of such appointment. The Depositary, after consultation with the Company, when it determines that it is in the best interest of the Owners appropriate to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the a Custodian hereunder. Upon demand Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it at its own expense give notice thereof in writing to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementall Holders. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Banco Itaú as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If the Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is organized under the laws of Brazil. The Depositary shall, promptly after receiving upon prior written notice to the Company, require such noticeresigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, upon prior written notice to the Company, discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, Frankfurt/Main offices of Dresdner Bank AG and Deutsche Bank AG as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. The Custodian or its successor acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder by written 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 hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, and after consultation with the Issuer, notice appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodiancustodian or appoint one or more additional custodians, each of which shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Any Custodian ceasing to act as Custodian hereunder shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it and all other books and records maintained by it with respect to its function as are requested a Custodian hereunder to a Custodian continuing to act upon the instruction of it to such the Depositary. Each substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Holders and to each other Custodian of the name, the address and the Issuer. The Depositary agrees with appointment of any Custodian not named in the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementReceipts. Upon the appointment of any successor depositary Depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.be
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, Depositary may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as its Custodian hereunder. The Depositary has initially appointed The ICICI Bank Limited as Custodian or its successor and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian that is organized under the laws of India and which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners appropriate to do so, it may appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian hereunderCustodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary the any previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians as the Depositary shall instruct. The Each such substitute or additional custodian or custodians shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementDepositary. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but provided, however, that the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, London Branch of The Bank of New York Mellon as permitted by Brazilian law custodian and any other applicable laws or regulations, to act agent of the Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (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, and after consultation with the Issuer, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or custodians, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest one of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian Custodians hereunder. Upon demand of the Depositary the any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute custodianor additional custodian or custodians. The Each such substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary Depositary, accepting such appointment and agreeing to abide by the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with applicable terms of this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. As soon as practicable after any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany, promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Promptly after any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest of the Owners writing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementall Holders. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, writing and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (MRV Engenharia E Participa??es S.A.)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 If, upon the effectiveness of such resignation there shall would be no Custodian acting hereunderunder this Deposit Agreement, the Depositary shall, after consultation with the Company to the extent practicable, as promptly as practicable after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the a Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may may, after consultation with the Company to the extent practicable, appoint a substitute custodianor additional custodian or custodians, each of which shall thereafter be the a Custodian hereunder. To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at lease 20 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary the Depositary, any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such any other Custodian. Each substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the IssuerDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. As promptly as practicable after any such change, the Depositary and shall give notice thereof in writing to the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such that Custodian all such instruments as may be proper to give to such that Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)
The Custodian. The Depositary, after consultation upon the written request or with the Issuerwritten approval of the Company, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than The Bank of New York) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may discharge any Custodian at any time upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be notice to the Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the IssuerCompany, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as custodian hereunder. The Depositary has initially appointed Citibank, N.A. as Custodian hereunderand agent of the, Depositary for the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares and the American Depositary Shares and Receipts with respect to which the Custodian acts as custodian and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder with respect to any Deposited Securities 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 If, upon the effectiveness of such resignation resignation, there shall should be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such notice, notice and after in consultation with the IssuerCompany, appoint a substitute custodian, custodian that is organized under the laws of Venezuela with respect to the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary and the Company an acceptance of such appointment and agreement to be bound by 'the terms hereof satisfactory in form and substance to the Depositary and the Company. Upon demand of the Depositary the Depositary, any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it together with all records maintained by it as Custodian with respect to such Deposited Securities as are requested of it to any other Custodian or such substitute custodian. The or additional custodian or custodians, and each such substitute or additional custodian shall deliver to the Depositary and the Issuer, Company forthwith upon its appointment, an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the Depositary and the IssuerCompany. The Immediately upon any such change, the Depositary agrees shall give notice thereof in writing to all Holders of Receipts with respect to which such appointment has been made, each other Custodian and the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary with respect to any Deposited Securities and the corresponding Shares, American Depositary Shares and Receipts hereunder, the any Custodian then acting hereunder with respect to such Deposited Securities shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the each Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)
The Custodian. The Depositary, after consultation upon the written request or with the Issuerwritten approval of the Company, may from time to time appoint an agentone or more agents, as permitted by Brazilian Venezuelan law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Each Custodian or its successor so appointed (other than Xxxxxx Guaranty Trust Company of New York) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Any Custodian may resign and be discharged from its duties hereunder 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 The Depositary may discharge any Custodian at any time upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be notice to the Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Corimon C A)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Bank of Ireland as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunderCustodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Citibank, N.A., Bombay as custodian and agent of the Depositary for the purpose of this Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by 30 days' prior written notice of such resignation its election to do so delivered to the Depositary at least 30 days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the delivery of such notice of resignation there shall be no Custodian acting hereunderhereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such notice, notice and after consultation with the IssuerCompany, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever The Depositary, after consultation with the Depositary in its discretion determines that Company, when it is reasonably appears to be in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and to the IssuerCompany. The Immediately upon any change, the Depositary agrees shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with the Issuer that at no time shall there be more than one all records maintained by it as Custodian acting in connection with this Deposit Agreementrespect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank N.A. Milan Branch as Custodian hereunderfor the purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Property and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Property held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Property. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Property pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation upon the request or with the Issuerapproval of the Company, may from time to time appoint an agent(and shall, as permitted by Brazilian law and any other applicable laws promptly as practicable, whenever there be no Custodian hereunder) appoint one or regulations, more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be may discharge the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners at any time upon notice to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunderbeing discharged. Upon demand of the Depositary the Any Custodian ceasing to act hereunder as Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerDepositary. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name and location of the appointment of any Custodian acting not named in connection with this Deposit Agreementthe Receipts. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the 15 <PAGE> Custodian full and complete power and authority as agent hereunder of such successor depositary. SECTION 5.06.
Appears in 1 contract
Samples: Deposit Agreement
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has appointed Banca Commerciale Italiana S.p.A. as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (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 The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder; provided that such substitute Custodian shall be qualified as an intermediary pursuant to the Decree and the Regulation. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerCompany. The Immediately upon any such change, the Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Owners. Upon the appointment of any successor depositary Depositarydepositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositarydepositary and the appointment of such successor depositary Depositarydepositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary Depositarydepositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositarydepositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Citibank, N.A., Manila, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least 30 days prior to the date on which Depositary; such resignation is to become effectiveeffective upon appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, custodian that is organized under the laws of the Philippines which shall thereafter be the Custodian hereunder. Whenever The Depositary may discharge any Custodian at any time upon notice to the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may Custodian being discharged and appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to Forthwith upon its appointment, each such substitute custodian. The substitute or additional custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and Depositary. Upon demand of the IssuerDepositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. The Depositary agrees with shall give notice in writing to all Holders of the Issuer that at no time shall there be more than one name, location and the appointment of any Custodian acting not named in connection with this Deposit Agreementthe ADRs. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Common Stock Deposit Agreement (Philippine Long Distance Telephone Co)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agentDepositary has initially appointed Citigroup Global Markets Deutschland AG, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Property and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, promptly after receiving or cause the Delivery of, the Deposited Property held by it, together with all such noticerecords maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Property. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in writing to all Holders of ADSs, each other Custodian and the best interest of the Owners to do soCompany. Citibank, it N.A. may appoint a substitute custodian, which shall thereafter be the at any time act as Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver Property pursuant to the Depositary and the IssuerDeposit Agreement, forthwith upon in which case any reference to Custodian shall mean Citibank, N.A. solely in its appointment, an acceptance of such appointment satisfactory in form and substance capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary and shall not be obligated to give notice to the Issuer. The Depositary agrees with Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed ------------- Citibank, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it N.A. - Mumbai Branch as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of the Republic of India. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, upon notice to the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver hereunder with respect to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.Deposited
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank N.A. Tokyo as Custodian hereunderfor the purpose of this Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares and other Deposited Securities and other property for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of Japan and obtain the approval of the Company of such appointment. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by.it as Custodian with respect to such Deposited Securities as the Xxxxsitary may request, and after consultation to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may, with the Issuerapproval of the Company, appoint an additional custodian with respect to any Deposited Securities, or, with the approval of the Company, discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soReceipts, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Orix Corp)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has appointed Grupo Financiero BBVA Bancomer S.A. as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (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 The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the IssuerCompany. The Immediately upon any such change, the Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders. Upon the appointment of any successor depositary Depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Ica Corp)
The Custodian. The Depositary, after consultation with Depositary has appointed the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Bank of Ireland as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting give notice thereof in connection with this Deposit Agreementwriting to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Elan Corp PLC)
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Svenska Handelsbanken as Custodian hereunderand agent of the Depositary for the purposes of this Deposit Agreement. The Each Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Each Custodian may resign and be discharged from its duties hereunder 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 hereunder, the The Depositary shall, promptly after receiving such notice, and after consultation with the IssuerCompany if practicable, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint appoint a substitute or an additional custodian, which shall thereafter thereafter be the a Custodian hereunder. Upon , and upon demand of the Depositary the previous Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The Each such substitute custodian custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory satisfactory in form and substance to the Depositary. Promptly upon any such change, the Depositary and the Issuershall give notice thereof in writing to all Holders. The Depositary agrees may discharge or appoint any Custodian only after consultation with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany, if practicable. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without without any further act or writing, the agent hereunder of such successor successor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodian. The Depositary, after consultation with the IssuerCompany, may shall from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws one or regulations, more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it. The If the Depositary receives a notice of the resignation of the Custodian may resign and be discharged from its duties hereunder by notice upon effectiveness 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 would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, notice and after consultation with the IssuerCompany, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Whenever Such resignation of the Depositary in Custodian shall take effect upon the appointment of a successor custodian and its discretion determines that acceptance of such appointment. The Depositary, after consultation with the Company, when it is reasonably appears to be in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the a Custodian hereunder. Upon demand Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it at its own expense give notice thereof in writing to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreementall Holders. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it Depositary has initially appointed Citibank International Plc – Paris branch as Custodian hereunderfor the purpose of this ADS Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shallshall promptly appoint a substitute custodian that is organized under the laws of The Republic of France. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, promptly after receiving together with all such noticerecords maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and after consultation with the Issuer, appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
The Custodian. The DepositaryDepositary has initially appointed Citibank, after consultation with the IssuerN.A., may from time to time appoint an agentHong Kong branch, as permitted by Brazilian law and any other applicable laws or regulations, to act Custodian for it as Custodian hereunderthe purpose of the Deposit Agreement. The Custodian or its successor successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. The If any Custodian may resign and be resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect 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 any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, promptly after receiving such notice, and after upon consultation with the IssuerCompany to the extent reasonably practicable, promptly appoint a substitute custodian that is organized under the laws of Hong Kong. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Whenever Immediately upon any such change, the Depositary shall give notice thereof in its discretion determines that it is in the best interest writing to all Holders of the Owners to do soADSs, it may appoint a substitute custodian, which shall thereafter be the each other Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit AgreementCompany. Upon the appointment of any successor depositary hereunderdepositary, the any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority direction of the Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (CLP Holdings LTD)
