Common use of THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY Clause in Contracts

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts at its Corporate Trust Office which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable request of the Company, and the Depositary will promptly so notify the Company in the event the Depositary closes the transfer books. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. Any such Registrar or co-registrars shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. At all reasonable times during the Depositary's business day, the Company may inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary and any of its agents to supply copies of such portions of such records as the Company may reasonably request, all at the Company's expense.

Appears in 1 contract

Samples: Deposit Agreement (Pearson PLC)

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THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.015.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts at its Corporate Trust Office which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable request of the Company, and the Depositary will promptly so notify the Company in the event the Depositary closes provided that any such closing of the transfer booksbooks shall be subject to the provisions of Section 7.7 which limit the suspensions of withdrawals of Shares. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. Any such Registrar or co-registrars registrar shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. At all reasonable times during The Company shall have the Depositary's business day, the Company may right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary Depositary, the Receipt Registrar and any of its co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may reasonably reasonable request, all at the Company's expense.

Appears in 1 contract

Samples: Deposit Agreement (Ohsea Holdings LTD)

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01. 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution issuance and deliverydelivery of ADSs, registrationthe acceptance for surrender of ADSs for the purpose of withdrawal of Deposited Securities, the registration of transfers issuances, cancellations, transfers, combinations and surrender split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in each case, in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts issuances, cancellation and transfers of Receipts at its Corporate Trust Office ADSs which at all reasonable times shall be open for inspection by the OwnersHolders, provided that such inspection shall not be for the purpose of communicating with Owners Holders in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsADSs. The Company shall have the right to inspect the books for the registration and transfer of ADSs of the Depositary and its agents, to make copies thereof and to require the Depositary and its agents to supply copies of such portions of such books as the Company may reasonably request. The Depositary may close the its transfer books, at any time or from time to time, when deemed reasonably expedient by it in connection with the performance of its duties hereunder or hereunder. The Depositary shall close its transfer books at the reasonable request of the Company, and the Depositary will promptly so notify the Company in the event the Depositary closes the transfer books. If any Receipts or the American Depositary Shares evidenced thereby ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint appoint, with notice to the Company, a Registrar or one or more co-registrars for registry registration of such issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchange exchanges or exchangessystems. Any such Such Registrar or co-registrars shall, upon the Company's request, and may, with the approval registrar shall act as agent of the Company, Depositary and may be removed and a substitute or substitutes appointed by the Depositary. At all reasonable times during the Depositary's business day, the Company may inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary and any of its agents with notice to supply copies of such portions of such records as the Company may reasonably request, all at the Company's expense.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.015.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books books, at its Corporate Trust Office, for the registration of Receipts American Depositary Shares and transfers of Receipts at its Corporate Trust Office American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Company shall have the right at all reasonable times to (i) inspect transfer and registration records of the Depositary or its agent and take copies thereof and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably requests. The Depositary may may, with notice to the Company if other than in the ordinary course of business, close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company, and Company or if the suspension of the registration of transfer is deemed necessary or advisable by the Depositary will promptly so notify or the Company in the event the Depositary closes the transfer booksat any time or from time to time because of any requirement of law or of any governmental body or commission, or for any other reason. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior written notice to the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts to register those American Depositary Shares in accordance with any requirements of such exchange or exchanges. Any such Registrar or co-registrars shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. At all reasonable times during the Depositary's business day, the Company may inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary and any of its agents to supply copies of such portions of such records as the Company may reasonably request, all at the Company's expense.

Appears in 1 contract

Samples: Deposit Agreement (Gas Natural SDG Sa)

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THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.01. 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books books, at its Corporate Trust Office, for the registration of Receipts American Depositary Shares and transfers of Receipts at its Corporate Trust Office American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Subject to the provisions of Section 2.6, the Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the written reasonable request of the Company, and the Depositary will promptly so notify the Company in the event the Depositary closes the transfer books. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts American Depositary Shares in accordance with any requirements of such exchange or exchanges. Any such Registrar or co-registrars shall, upon The Company shall have the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. At all reasonable times during the Depositary's business day, the Company may right to inspect transfer and registration records of the Depositary relating to the American Depositary Shares during the Depositary's normal business hours, take copies thereof and require the Depositary Depositary, the Registrar and any of its agents co-transfer agent or co-registrars to supply copies of such portions portion of such records records, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, as the Company may reasonably request, all at the Company's expenserequest in writing.

Appears in 1 contract

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

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