Common use of Voting of Deposited Securities Clause in Contracts

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 21 contracts

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

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Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 18 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Danish law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph and has complied with Section 4.7 of the final paragraph of this Article 16 Deposit Agreement and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleArticle 16, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 at least 45 days prior to in advance of the meeting date.

Appears in 6 contracts

Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Forward Pharma a/S)

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Danish law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph and has complied with the final paragraph of this Article 16 Section 4.7 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 at least 45 days prior to in advance of the meeting date.

Appears in 6 contracts

Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Forward Pharma a/S)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists exits or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 5 contracts

Samples: Deposit Agreement (Eastern Star Gas LTD), Deposit Agreement (Bravura Solutions LTD), Deposit Agreement (CMA Corp LTD)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists exits or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 5 contracts

Samples: Deposit Agreement (Eastern Star Gas LTD), Deposit Agreement (Industrea LTD), Deposit Agreement (Bravura Solutions LTD)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 5 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 5 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 5 contracts

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not to be unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.7 of the Deposit Agreement and has complied with the final second following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Therapix Biosciences Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not to be unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.7 and has complied with the final second following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Therapix Biosciences Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in that paragraph.

Appears in 3 contracts

Samples: Deposit Agreement (China Zenix Auto International LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing), advance (such approval not to be unreasonably withheld or delayed) which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 of the Deposit Agreement and has complied with the final second succeeding paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such that purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the number of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that number of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 3 contracts

Samples: Deposit Agreement (MOL Global, Inc.), Deposit Agreement (MOL Global, Inc.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian British Virgin Islands law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in that paragraph.

Appears in 3 contracts

Samples: Deposit Agreement (China Zenix Auto International LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian the law and of the constitution or similar document Republic of Peru, the estatutos of the Company and any other provisions governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not not, and shall ensure that each Custodian or any of its nominees will not, vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 3 contracts

Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised previously provided to the Depositary by the Company in writing)or its review and comment, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Brazilian law and the Estatuto Social of the constitution or similar document of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under applicable law, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares evidenced in accordance with the instructions set forth in such that request. The Neither the Depositary nor the Custodian shall not vote or attempt under any circumstances exercise any discretion as to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsvoting. If (i) the Company has requested the Depositary to send a notice under this paragraph (a) above and has complied with provided the final paragraph Depositary at least 30 days' prior notice of this Article 16 any such meeting and the details concerning the matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in Section 4.07 of the preceding paragraphDeposit Agreement. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting datedate or date for giving such proxies or consents. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities are listed, the Depositary shall, if requested in writing by the Company, deliver to the Company, at least three City of Osasco business days prior to the date of a meeting of holders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote or cause to be voted Deposited Securities at that meeting.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, shall as soon as practicable thereafterthereafter and, to the extent permitted by law, mail to the Owners Holders a notice, the form of notice which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall will contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, (b) a statement that the Owners as of Holders at the close of business on a specified record date will be entitled, subject to any applicable provision provisions of Australian law and of the constitution or similar document of Articles and the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective the American Depositary Shares evidenced by their respective Receipts and (c) a brief statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person or persons designated by the Company. Upon the written request of an Owner a Holder of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in evidenced by such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than Receipt in accordance with such instructions or deemed instructions. If (i) The Depositary agrees not to vote the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph amount of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by the American Depositary Shares on or before evidenced by a Receipt unless it receives instructions from the date established by the Depositary for Holder of such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of SharesReceipt. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in In accordance with the provisions set forth Articles and Scots law, failure by a Holder, or a person holding an interest in Shares through a Holder, to comply with the preceding paragraph. In order Company’s request for information of the nature referred to give Owners a reasonable opportunity to instruct in paragraphs (20) and (21) may result, inter alia, in withdrawal of the Depositary as voting rights attaching to the exercise Shares underlying the Receipts held by that Holder and thus of the rights described in this paragraph to direct the voting rights relating to of Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any Securities underlying such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting dateReceipts.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Scottish & Southern Energy PLC /Fi), Deposit Agreement (Scottish & Southern Energy PLC /Fi)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Japanese law and of the constitution articles of incorporation or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary at least 30 days prior notice of this Article 16 any such meeting and the details of the matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall make reasonable efforts give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date, unless such advance notice is not possible because less than 30 days notice of the meeting has been given in accordance with the Company’s articles of incorporation and local law, in which case, Company will provide to the Depositary as much advance notice of the meeting as is possible under the circumstances.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 3 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, Company the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the discretion of the Depositary (Depositary, unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document Constitution of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by to the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, ; provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 3 contracts

Samples: Deposit Agreement (Multiemedia LTD), Deposit Agreement (Regenera LTD), Deposit Agreement (Antisense Therapeutics Limited/Fi)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, after consultation with the Company and as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purposepurpose and (ii) the Company complied with the second following paragraph, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, writing if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole reasonable discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting and in the solicitation materials, if any, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitledentitled under the terms of this Deposit Agreement, subject to any applicable provision of Australian Chilean law and of the constitution or similar document Estatutos of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted (or to grant discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) the Company believes substantial shareholder opposition exists or (yz) such the Company believes the matter materially and adversely affects would have an adverse impact on its shareholders. Subject to the rights rules of holders of Shares. There can be no assurance that Owners generally any securities exchange on which American Depositary Shares or any Owner in particular will receive the notice described in the preceding paragraph sufficiently Deposited Securities represented thereby are listed, at least two New York banking days prior to the instruction cut-off date of such meeting, the Depositary shall, if requested in writing by the Company, deliver to ensure that the Company, in accordance with Section 7.05, copies of all instructions received from Owners in accordance with which the Depositary will vote vote, or cause to be voted, the Shares or Deposited Securities in accordance with represented by the provisions set forth in American Depositary Shares at such meeting. Delivery of instructions will be made at the preceding paragraphexpense of the Company provided that payments of such expense shall not be a condition precedent to the obligations of the Depositary under this Section. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon or solicitation not less than 28 30 days prior to the meeting datedate or date for giving such proxies or consents.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by after consultation with the Company in writingif practicable), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law or Hong Kong law and of the constitution or similar document Memorandum and Articles of Association of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions if no instruction is received, an instruction may be given (or be deemed given on behalf of such Owner in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs notifies the Depositary (and the Company agrees to provide such information notification as promptly as reasonably practicable in writing, if applicable) that and (x) the Company does not wish such proxy given, (y) in the opinion of the Company, substantial opposition exists or (yz) such matter materially and adversely affects the rights of or holders of Shares. There can be no assurance , provided further that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of have no liability to any Owner or Beneficial Owner resulting from such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting datenotification.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterpracticable, after the fixing of a record date for determining the Owners of Receipts entitled to give instructions for the exercise of voting rights as provided in Section 4.6 of the Deposit Agreement, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited SecuritiesCompany's Articles, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount number of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the CompanyShares. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount number of Shares or other Deposited Securities represented by the American Depositary Shares such Receipt in accordance with the instructions set forth in such request. If after complying with the procedures set forth in Section 4.7 of the Deposit Agreement, the Depositary receives no such instructions, upon the written request of the Company the Depositary shall vote such Shares or other Deposited Securities in accordance with the Company's request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such the Owner's instructions or deemed instructionsthe Company's request, as applicable. If (i) the The Company has requested the Depositary shall be under no obligation to send a notice under this paragraph verify instructions received from Owners and has complied with the final paragraph of this Article 16 and (ii) no instructions are received voted upon by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting dateDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Lihir Gold LTD), Deposit Agreement (Lihir Gold LTD)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such requestsuch. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions request or deemed instructionsas provided in the following sentence. If (i) the Company has requested made a request to the Depositary to send a notice under as contemplated by the first sentence of this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares of that Owner on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

Appears in 2 contracts

Samples: Deposit Agreement (E-Commerce China Dangdang Inc.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of the Cayman Islands or the People’s Republic of China and of the constitution or similar document Memorandum and Articles of Association of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

Appears in 2 contracts

Samples: Deposit Agreement (Hanwha Q CELLS Co., Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicableprac­ticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting or any solicitation of consents or proxies of holders of Shares Stapled Securities or other Deposited Securities, if requested in writing by the Company, Lend Lease Group the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall shall, subject to the provisions of applicable law, be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companyor solicitation, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited SecuritiesGroup Constitution, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares Stapled Securities or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it may deem instructions may be to have been given (or be deemed given in accordance with under the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the CompanyLend Lease Group. Upon the written request of an Owner of a Receipt on such that record date, received on or before the date established by the Depositary for such that purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares Stapled Securities or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or deemed instructionsreceived under the following sentence. If (i) the Company has requested Lend Lease Group made a request to the Depositary to send a notice under this paragraph as contemplated by the first sentence of Section 4.7 of the Deposit Agreement and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company Lend Lease Group with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Lend Lease Group informs the Depositary (and the Company Lend Lease Group agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Lend Lease Group does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphStapled Securities. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company Lend Lease Group will request the Depositary to act under this Articlethe preceding paragraph, the Company Lend Lease Group shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 days prior to the meeting datedate or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Stapled Securities or Deposited Securities in accordance with the provisions set forth in the second preceding paragraph.

Appears in 2 contracts

Samples: Lendlease Corp LTD / ADR, Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, after consultation with the Company and as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purposepurpose and (ii) the Company complied with the second following paragraph, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, writing if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by after consultation with the Company in writingif practicable), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law or Hong Kong law and of the constitution or similar document Memorandum and Articles of Association of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions if no instruction is received, an instruction may be given (or be deemed given on behalf of such Owner in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs notifies the Depositary (and the Company agrees to provide such information notification as promptly as reasonably practicable in writing, if applicable) that and (x) the Company does not wish such proxy given, (y) in the opinion of the Company, substantial opposition exists or (yz) such matter materially and adversely affects the rights of or holders of Shares. There can be no assurance , provided further that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of have no liability to any Owner or Beneficial Owner resulting from such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting datenotification.

Appears in 2 contracts

Samples: Deposit Agreement, Deposit Agreement

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing), advance which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Neither the Depositary nor the Custodian shall not under any circumstances exercise any voting discretion over any Deposited Securities, and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than Securities except in accordance with such the voting instructions given from the Owners or deemed instructionsgiven from the Owner or as provided in the following sentence. If (i) the Company has requested the Depositary to send a notice act under this paragraph Section 4.7 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (BiondVax Pharmaceuticals Ltd.)

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole reasonable discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting and in the solicitation materials, if any, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitledentitled under the terms of the Deposit Agreement, subject to any applicable provision of Australian Chilean law and of the constitution or similar document Estatutos of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted (or to grant discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) the Company believes substantial shareholder opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request believes the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting datematter would have an adverse impact on its shareholders.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not being unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date the ADS Record Date will be entitled, subject to any applicable provision of Australian English law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record datethe ADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice act under this paragraph and has complied with the final second following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of the Deposited Securities represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that amount of Deposited Securities and that matter and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon Except as contemplated by Section 2.11 of the Deposit Agreement, upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the CompanyDepositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof, and the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy) received by the Depositary from the Company, (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Australian law the laws of the Russian Federation , the terms of the Deposit Agreement and of the constitution or similar document charter of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with given. Except as contemplated by Section 2.11 of the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon Deposit Agreement, upon the written request of an Owner on a Holder of a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall (subject to Paragraph 18) endeavor, insofar as practicablepracticable and as permitted by the laws of the Russian Federation and the charter of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary shall not vote or attempt nor the Custodian shall, under any circumstances, exercise any discretion as to exercise the right voting, grant any proxy of power of attorney to another person to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on in such other person’s discretion, vote any Shares or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such other Deposited Securities and the Depositary shallother than an integral number thereof, only if instructed by the Company or vote Shares or other Deposited Securities in writing to do so, give a discretionary proxy to a person designated by the Company to vote manner that would be inconsistent with applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, provided, that . Shares or other Deposited Securities evidenced by Receipts for which no such instruction specific voting instructions have been received shall not be voted and shall not be registered at the shareholders meeting. Instructions in respect of any ADS shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, have been received only if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities received in accordance with the provisions set forth in terms of the preceding paragraphDeposit Agreement and of this Receipt. In order to give Owners a reasonable opportunity to instruct The Company has agreed that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, its obligations under this Paragraph 16, and provide timely notice to the Depositary which will enable the timely notification of Holders as to any change in applicable law or the exercise Company’s charter resulting in limitations on the ability of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior vote a particular ADS according to the meeting datevoting instructions received in regard to such ADS.

Appears in 2 contracts

Samples: Deposit Agreement (Mechel OAO), Deposit Agreement (Mechel OAO)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested made a request to the Depositary to send a notice under as contemplated by the first sentence of this paragraph and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares of that Owner on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

Appears in 2 contracts

Samples: Deposit Agreement (E-Commerce China Dangdang Inc.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. . The Depositary shall not itself exercise any voting discretion over any Deposited Securities. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

Appears in 2 contracts

Samples: Deposit Agreement (LightInTheBox Holding Co., Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Voting of Deposited Securities. Upon As soon as practicable after receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received (or if requested by the Depositary from Company a summary of such information provided by the Company), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Brazilian law and of the constitution or similar document Charter of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it may deem instructions may be to have been given (or be deemed given in accordance with under the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such that record date, received on or before the date established by the Depositary for such the purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or deemed instructionsreceived under the following sentence. If (i) the Company has requested made a request to the Depositary to send a notice under as contemplated by the first sentence of this paragraph and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting datedate or date for giving such proxies or consents. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities represented thereby are listed, the Depositary shall if requested by the Company deliver, at least two Business Days prior to the date of a meeting of holders of Shares or other Deposited Securities, to the Company, to the attention of its Secretary, copies of all instructions received from Owners in accordance with which the Depositary will vote, or cause to be voted, Deposited Securities at such meeting. Delivery of instructions will be made at the expense of the Company (unless otherwise agreed in writing by the Company and the Depositary) provided that payment of such expense shall not be a condition precedent to the obligations of the Depositary under Section 4.07 of the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Telemar Participacoes S.A.)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 2 contracts

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Sinagpore law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting at which the holders of Shares or other Deposited Securities are entitled to vote, or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised previously provided to the Depositary by the Company in writing)for its review, comment and approval, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Brazilian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it shall deem instructions may be given (or be deemed to have been given in accordance with the last sentence of this paragraph if no instruction is receivedsubsection (c) to the Depositary to give a discretionary proxy to a person designated by the Companybelow. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions received from Owners or deemed instructionsto be received under subsection (c) below. If (i) the Company has requested made a request to the Depositary to send a notice under this paragraph as contemplated by the first sentence of subsection (a) above and has complied with the final paragraph of this Article 16 subsection (f) below and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by that Owner’s American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities vote, and the Depositary shallshall endeavor, only if instructed by the Company in writing to do soso far as practicable, give a discretionary proxy to a person designated by the Company to vote such or cause to be voted, that amount of Deposited SecuritiesSecurities in accordance with the written recommendations of the Board of Directors of the Company, provided, except that no such instruction shall be deemed given and no such discretionary proxy Deposited Securities shall be given with respect so voted as to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable Depositary, in writing, if applicable) that (x) the Company does not wish Deposited Securities to be so voted, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. At any shareholders meetings convened by the Company, the Depository shall, unless prohibited by law, endeavor, in so far as practicable, to take such action as is necessary to cause all the Deposited Securities represented by American Depositary Shares to be counted for the purpose of satisfying applicable quorum requirements, whether or not voting instructions have been delivered by any Owner. For purposes of quorum calculations, the Depositary shall inform the Company before the meeting date the amount of Deposited Securities that will be represented by the Depositary at the relevant shareholders meeting and the amount of Deposited Securities that the Depositary will vote in accordance with the written recommendations of the Board of Directors of the Company pursuant to subsection (c) above, and such informed amounts shall not be modified before such meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph subsection (a) above sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphsubsection (b) above. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary (i) notice of any such meeting and meeting, (ii) details concerning the matters to be voted and (iii) written recommendations of the Board of Directors of the Company referred to in subsection (c) above, in each case upon not less than 28 30 days prior to the meeting datedate or date for giving proxies or consents. Upon the written request of the Company, the Depositary shall retain all records relating to the voting of the Deposited Securities pursuant to this Section 4.07.

Appears in 1 contract

Samples: Deposit Agreement (BrasilAgro - Brazilian Agricultural Real Estate Co)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purposepurpose and (ii) the Company complied with the second following paragraph, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, writing if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purposepurpose and (ii) the Company complied with the second following paragraph, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, writing if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Bermuda law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary not less than 30 days’ notice of this Article 16 the meeting and details of the matter to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the The Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days as far in advance as practicable prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)Company, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Mexican law and of the constitution articles of association and bylaws or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if no instructions are received, instructions may be given (or be deemed given to the Depositary in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested made a request to the Depositary to send a notice under this paragraph as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and has complied with the final last paragraph of this Article 16 that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Board of Directors of the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Board of Directors of the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Banorte Financial Group (Grupo Financiero Banorte, S.A.B. De C.V.))

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting at which the holders of Shares or other Deposited Securities are entitled to vote or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised previously provided to the Depositary by the Company in writing)for its review and comment, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of Brazil, the Estatuto Social and the provisions of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including given, including, an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the "Instruction Date"), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under any applicable provision of the laws of Brazil, the Estatuto Social and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested makes a request to the Depositary to send a notice under this paragraph as contemplated by the first sentence of Section 4.07 of the Deposit Agreement and has complied complies with the final following paragraph of this Article 16 Section 4.07 of the Deposit Agreement and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that Neither the Depositary will nor the Custodian shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote the Shares or Deposited Securities except in accordance with the provisions set forth in the preceding paragraphvoting instructions timely received or deemed received from Owners. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 that 30 days prior to the meeting datedate or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities in accordance with the provisions set forth in Section 4.07 of the Deposit Agreement. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities are listed, the Depositary shall, if requested in writing by the Company, deliver to the Company, at least three City of São Paulo, Sate of São Paulo business days prior to the date of a meeting of holders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote or cause to be voted Deposited Securities at that meeting.

Appears in 1 contract

Samples: Deposit Agreement (Triunfo Holding & Investments)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 25 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of the Cayman Islands and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited SecuritiesSecurities at which or in respect of which holders of Deposited Securities are entitled to vote, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the CompanyDepositary, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing the terms of the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other such Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested made a request to the Depositary to send a notice under this paragraph and has complied with as contemplated by the final paragraph first sentence of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by American the Global Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that amount of Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such with respect to that amount of Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. Notwithstanding the foregoing, the Depositary shall not be required to vote or cause to be voted or give any proxy to vote any Deposited Securities as to any resolution unless the Depositary has received an opinion of Argentine counsel for the Company to the effect that that resolution is not contrary to Argentine law or the articles of association or any similar document of the Company. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon or solicitation not less than 28 30 days prior to the meeting datedate or date for giving such proxies or consents.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists exits or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Meo Australia LTD)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Namibian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary not less than 30 days notice of this Article 16 the meeting and details of the matter to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the The Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days as far in advance as practicable prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company (or if requested by the Company, a summary of such information provided by the Company in English), (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian the law of the Russian Federation and of the constitution or similar document Charter of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it may deem instructions may be to have been given (or be deemed given in accordance with under the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such that record date, received on or before the date established by the Depositary for such the purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or deemed instructionsreceived under the following sentence. If (i) the Company has requested made a request to the Depositary to send a notice under this paragraph as contemplated by Section 4.07 of the Deposit Agreement and has complied with the final second paragraph of this Article 16 that Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts with respect to a question to be voted upon on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall endeavor, in so far as practicable, to give, a discretionary proxy to a person designated by the Company with respect to such that amount of Deposited Securities as to that question, except that such instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a that discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting datedate or date for giving such proxies or consents. If the Depositary is advised by legal counsel or otherwise determines that it is not lawful and practicable to give a discretionary proxy to a person designated by the Company with respect to the amount of Deposited Securities as to a question to be voted upon with respect to which it did not receive actual instructions from Owners, the Depositary shall (x) provide written notice thereof to the Company, together with a written statement setting forth in reasonable detail the basis upon which legal counsel so advised or the Depositary so determined, as applicable, and (y) endeavor, in so far as practicable, subject to the conditions subsequent set forth above, to vote that amount of Deposited Securities as to that question in the same proportions that all other securities of the same class that are voted at that meeting as to that question are voted.

Appears in 1 contract

Samples: Deposit Agreement (O a O Tatneft)

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document Articles of Association of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions if the Depositary does not receive an instruction from an Owner it may be given (or be deemed given deem that Owner to have instructed it, in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary paragraph, to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Van Der Moolen Holding Nv)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners or Receipts a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian English law and of the constitution or similar document Articles of Association of the Company and any other provisions governing Deposited SecuritiesIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given to the Depositary, including an express indication that such instructions may be given (given, or be deemed given given, in accordance with the last sentence of this paragraph and if no instruction is received) , to vote any Shares or other Deposited Securities represented by American Depositary Shares in proportion to the votes cast in respect of the Shares or other Deposited Securities represented by American Depositary Shares for which the Depositary has received instructions to give a discretionary proxy to a person designated by the Companyvote. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to vote such Shares or other Deposited Securities and the represented by American Depositary shall, only if instructed by the Company Shares in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior proportion to the instruction cut-off date to ensure that the Depositary will vote votes cast in respect of the Shares or other Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct represented by American Depositary Shares for which the Depositary as has received instructions to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting datevote.

Appears in 1 contract

Samples: Deposit Agreement (Senetek PLC /Eng/)

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Voting of Deposited Securities. Upon receipt of notice of any meeting of, or solicitation of consents or proxies from, of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a noticenotice in English, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to upon consultation with the Depositary by the Company in writing)Issuer, which shall contain (a) such information as is contained in such notice of meeting or solicitation of consents or proxies received by the Depositary from the CompanyDepositary, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution or similar document Memorandum and Articles of Association of the Company and any other provisions governing Deposited SecuritiesIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including given, including, when applicable, an express indication that instructions may be given (or be or, if applicable, deemed given in accordance with Article 16 and Section 4.07 of the last sentence of this paragraph if no instruction is receivedDeposit Agreement) to the Depositary to give a discretionary proxy to a person designated by the CompanyIssuer. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavorendeavor in so far as practicable and subject to the applicable provisions of Israeli law, insofar as practicablethe Deposit Agreement and the Issuer's Memorandum and Articles of Association, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote Issuer agrees, without increasing its obligations or attempt to exercise the right to vote that attaches potential liability to the Owners and holders of Receipts or the Depositary hereunder, to provide notice, to the extent practicable, of any meeting of the holders of Shares or other Deposited Securities, other than Securities to the Depositary sufficiently in accordance with advance of such instructions or deemed instructions. If (i) the Company has requested meeting in order to enable the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect vote or cause to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for be voted any such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise terms and conditions of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.Section 4.07

Appears in 1 contract

Samples: Deposit Agreement (Blue Square Israel LTD /Adr/)

Voting of Deposited Securities. Upon receipt of notice of any meeting meeting, or solicitation of proxies or consents, of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary instructed by the Company in writingCompany), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of England and Wales and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 of the Deposit Agreement and (ii) if no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a the person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Malaysian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicableprac­ticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of the Cayman Islands and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting meeting, or solicitation of proxies or consents, of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary instructed by the Company in writingCompany), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of England and Wales and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) if no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a the person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian English law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested will request the Depositary to send a notice act under this paragraph Section 4.7, the Company shall give the Depositary sufficient advance notice of any such meeting in order to provide the Depositary with a reasonable opportunity to act (it being understood and has complied agreed that the Depositary may not be able to act on any such request if such notice is received less than 30 days prior to such meeting), details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the final paragraph of this Article 16 and meeting (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on either in electronic or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shareshardcopy format). There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting at which the holders of Shares or other Deposited Securities are entitled to vote, or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised previously provided to the Depositary by the Company in writing)for its review, comment and approval, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Brazilian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it shall deem instructions may be given (or be deemed to have been given in accordance with the last sentence of this paragraph if no instruction is receivedsubsection (c) to the Depositary to give a discretionary proxy to a person designated by the Companybelow. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions received from Owners or deemed instructionsto be received under subsection (c) below. If (i) the Company has requested made a request to the Depositary to send a notice under this paragraph as contemplated by the first sentence of subsection (a) above and has complied with the final paragraph of this Article 16 subsection (f) below and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by that Owner’s American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities vote, and the Depositary shallshall endeavor, only if instructed by the Company in writing to do soso far as practicable, give a discretionary proxy to a person designated by the Company to vote such or cause to be voted, that amount of Deposited SecuritiesSecurities in accordance with the written recommendations of the Board of Directors of the Company, provided, except that no such instruction shall be deemed given and no such discretionary proxy Deposited Securities shall be given with respect so voted as to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable Depositary, in writing, if applicable) that (x) the Company does not wish Deposited Securities to be so voted, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. At any shareholders meetings convened by the Company, the Depository shall, unless prohibited by law, endeavor, in so far as practicable, to take such action as is necessary to cause all the Deposited Securities represented by American Depositary Shares to be counted for the purpose of satisfying applicable quorum requirements, whether or not voting instructions have been delivered by any Owner. For purposes of quorum calculations, the Depositary shall inform the Company before the meeting date the amount of Deposited Securities that will be represented by the Depositary at the relevant shareholders meeting and the amount of Deposited Securities that the Depositary will vote in accordance with the written recommendations of the Board of Directors of the Company pursuant to subsection (c) above, and such informed amounts shall not be modified before such meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph subsection (a) above sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphsubsection (b) above. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlesubsection (a) above, the Company shall give the Depositary (i) notice of any such meeting and meeting, (ii) details concerning the matters to be voted upon and (iii) written recommendations of the Board of Directors of the Company referred to in subsection (c) above; in each case not less than 28 30 days prior to the meeting date. Upon the written request of the Company, the Depositary shall retain all records relating to the voting of the Deposited Securities pursuant to Section 4.07 of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (BrasilAgro - Brazilian Agricultural Real Estate Co)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary not less than 30 days notice of this Article 16 the meeting and details of the matter to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the The Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days as far in advance as practicable prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of, or solicitation by the Company of consents or proxies from, holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting or proxy solicitation received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands or Bermuda law or applicable rules of the Tokyo Stock Exchange and of the constitution or similar document Charter Documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the CompanyCompany . Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Korean law and of the constitution articles of incorporation or similar document documents of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such the amount of Deposited Securities represented by those American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited Securities, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in that paragraph.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists exits or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Meo Australia LTD)

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not to be unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.7 of the Deposit Agreement and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Bermuda law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Singapore law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not itself exercise any voting discretion over any Deposited Securities. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructionsas provided in the following sentence. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.07 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the second preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary not less than 30 days’ notice of this Article 16 the meeting and details of the matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the The Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days as far in advance as practicable prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Namibian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with provided the final paragraph Depositary not less than 30 days notice of this Article 16 the meeting and details of the matters to be voted upon and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the The Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days as far in advance as practicable prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon Except as contemplated by Section 2.11 of the Deposit Agreement, upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the CompanyDepositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof, and the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy) received by the Depositary from the Company, (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Australian law the laws of the Russian Federation, the terms of the Deposit Agreement and of the constitution or similar document charter of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with given. Except as contemplated by Section 2.11 of the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon Deposit Agreement, upon the written request of an Owner on a Holder of a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall (subject to Paragraph 18) endeavor, insofar as practicablepracticable and as permitted by the laws of the Russian Federation and the charter of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary shall not vote or attempt nor the Custodian shall, under any circumstances, exercise any discretion as to exercise the right voting, grant any proxy of power of attorney to another person to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on in such other person's discretion, vote any Shares or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such other Deposited Securities and the Depositary shallother than an integral number thereof, only if instructed by the Company or vote Shares or other Deposited Securities in writing to do so, give a discretionary proxy to a person designated by the Company to vote manner that would be inconsistent with applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, provided, that . Shares or other Deposited Securities evidenced by Receipts for which no such instruction specific voting instructions have been received shall not be voted. Instructions in respect of any ADS shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, have been received only if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities received in accordance with the provisions set forth in terms of the preceding paragraphDeposit Agreement and of this Receipt. In order to give Owners a reasonable opportunity to instruct The Company has agreed that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, its obligations under this Paragraph 16, and provide timely notice to the Depositary which will enable the timely notification of Holders as to any change in applicable law or the exercise Company's charter resulting in limitations on the ability of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior vote a particular ADS according to the meeting datevoting instructions received in regard to such ADS.

Appears in 1 contract

Samples: Deposit Agreement (Mechel Steel Group OAO)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicableprac­ticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian South African law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by to the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall endeavor to give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 days prior to sufficiently in advance of the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Provident Financial PLC)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised which shall consult with the Company as to the Depositary by the Company in writing)form of such notice, which notice shall contain (a) such information as is contained in such notice of meeting received (provided that in the event the Depositary shall summarize such information as in contained in the notice of meeting, such summary shall be approved by the Depositary from the Company), (b) a statement that the Owners Holders as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Bermuda law and of the constitution or similar document Bye-laws of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a brief statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Board of Directors of the Company. Upon the written request of an Owner a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) after complying with the Company has requested procedures set forth in this Section the Depositary to send does not receive instructions from the Holder of a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares Receipt on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy for the Shares evidenced by such Receipt to a person designated by the Company with respect to such Deposited Securities and Board of Directors of the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting dateCompany.

Appears in 1 contract

Samples: Deposit Agreement (Frontline LTD /)

Voting of Deposited Securities. Upon receipt of notice of any meeting meeting, or solicitation of proxies or consents, of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, after consultation with the Company to the extent practicable, mail to the Owners a notice, the form of which notice shall shall, after consultation with the Company to the extent practicable, be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Isle of Man law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company (which shall be the Chairman of the Company's board of directors or such other person as the Company may designate pursuant to the laws of the Isle of Man). Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) Following such mailing and solicitation, provided that the Company has requested gave the Depositary notice of the meeting and details of the matters to send a notice under this paragraph and has complied with be voted upon at least 30 days prior to the final paragraph of this Article 16 and (ii) meeting date, if no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities (which shall be the Chairman of the Company's board of directors or such other person as the Company may designate pursuant to the laws of the Isle of Man) and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a the person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date, unless such advance notice is not possible because less than 30 days’ notice of the meeting has been given in accordance with the Company’s articles of association and local law, in which case the Company will provide to the Depositary such advance notice of the meeting as may be possible under the circumstances.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not to be unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Israeli law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Companygiven. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph Section 4.7 and has complied with the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by after consultation with the Company in writingif practicable), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Cayman Islands law or Hong Kong law and of the constitution or similar document Memorandum and Articles of Association of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares Shares, and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions if no instruction is received, an instruction may be given (or be deemed given on behalf of such Owner in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, endeavor insofar as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, provided that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs notifies the Depositary (and the Company agrees to provide such information notification as promptly as reasonably practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.and

Appears in 1 contract

Samples: Section D1 Deposit Agreement

Voting of Deposited Securities. Upon Except as contemplated by Section 2.11 of the Deposit Agreement, upon receipt of timely notice of any meeting of holders of Shares or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the CompanyDepositary shall establish an ADS Record Date pursuant to Paragraph 15 hereof, and the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts a noticenotice in English, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting (or solicitation of consent or proxy) received by the Depositary from the Company, (b) a statement that the Owners Holders of Receipts as of the close of business on a specified record date ADS Record Date will be entitled, subject to any applicable provision of Australian law the laws of the Russian Federation, the terms of the Deposit Agreement and of the constitution or similar document charter of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rightsrights (or right to consent to or to grant a proxy), if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with given. Except as contemplated by Section 2.11 of the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon Deposit Agreement, upon the written request of an Owner on a Holder of a Receipt as of such record dateADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall (subject to Paragraph 18) endeavor, insofar as practicablepracticable and as permitted by the laws of the Russian Federation and the charter of the Company, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt(s) in accordance with the instructions set forth in such request. The Neither the Depositary shall not vote or attempt nor the Custodian shall, under any circumstances, exercise any discretion as to exercise the right voting, grant any proxy of power of attorney to another person to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on in such other person’s discretion, vote any Shares or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such other Deposited Securities and the Depositary shallother than an integral number thereof, only if instructed by the Company or vote Shares or other Deposited Securities in writing to do so, give a discretionary proxy to a person designated by the Company to vote manner that would be inconsistent with applicable law. A separate written request shall be required for each such meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, provided, that . Shares or other Deposited Securities evidenced by Receipts for which no such instruction specific voting instructions have been received shall not be voted and shall not be registered at the shareholders meeting. Instructions in respect of any ADS shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, have been received only if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities received in accordance with the provisions set forth in terms of the preceding paragraphDeposit Agreement and of this Receipt. In order to give Owners a reasonable opportunity to instruct The Company has agreed that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, its obligations under this Paragraph 16, and provide timely notice to the Depositary which will enable the timely notification of Holders as to any change in applicable law or the exercise Company’s charter resulting in limitations on the ability of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior vote a particular ADS according to the meeting datevoting instructions received in regard to such ADS.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companymeeting, and (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian English law and of the constitution or similar document Articles of Association of the Company and any other provisions governing Deposited SecuritiesIssuer, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given to the Depositary, including an express indication that such instructions may be given (given, or be deemed given given, in accordance with the last sentence of this paragraph Article 16 and if no instruction is received) , to vote any Shares or other Deposited Securities represented by American Depositary Shares in proportion to the votes cast in respect of the Shares or other Deposited Securities represented by American Depositary Shares for which the Depositary has received instructions to give a discretionary proxy to a person designated by the Companyvote. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor, insofar endeavor in so far as practicable, practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purposeInstruction Date, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to vote such Shares or other Deposited Securities and the represented by American Depositary shall, only if instructed by the Company Shares in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior proportion to the instruction cut-off date to ensure that the Depositary will vote votes cast in respect of the Shares or other Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct represented by American Depositary Shares for which the Depositary as has received instructions to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting datevote.

Appears in 1 contract

Samples: Deposit Agreement (Senetek PLC /Eng/)

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not being unreasonably withheld, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Swiss law and of the constitution articles of association or similar document duly authorized organizational documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to Owners for which the Depositary has not timely received voting instructions will be deemed, and the Depositary shall deem such Owner, to give have given a discretionary proxy to a person designated by the CompanyCompany to vote the Shares or other Deposited Securities represented by such Owner’s American Depositary Shares in his or her discretion. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company Issuer to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Issuer does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. If the Depositary timely receives voting instructions from an Owner which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Owner’s American Depositary Shares, the Depositary will deem such Owner (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Malaysian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's ’s Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, upon consultation with the Company to the extent practicable, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law of the Republic of Austria and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by to the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 45 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Intercell Ag)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting or any solicitation of consents or proxies of holders of Shares Stapled Securities or other Deposited Securities, if requested in writing by the Company, Lend Lease Group the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall shall, subject to the provisions of applicable law, be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Companyor solicitation, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited SecuritiesGroup Constitution, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares Stapled Securities or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that that, if the Depositary does not receive instructions, it may deem instructions may be to have been given (or be deemed given in accordance with under the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the CompanyLend Lease Group. Upon the written request of an Owner of a Receipt on such that record date, received on or before the date established by the Depositary for such that purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares Stapled Securities or other Deposited Securities represented by the American Depositary Shares evidenced by that Receipt in accordance with the instructions set forth in such that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, Securities other than in accordance with such instructions received from Owners or deemed instructionsreceived under the following sentence. If (i) the Company has requested Lend Lease Group made a request to the Depositary to send a notice under as contemplated by the first sentence of this paragraph Section 4.7 and has complied with the final following paragraph of this Article 16 Section 4.7 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such that purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company Lend Lease Group with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Lend Lease Group informs the Depositary (and the Company Lend Lease Group agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Lend Lease Group does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphStapled Securities. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company Lend Lease Group will request the Depositary to act under this Articlethe preceding paragraph, the Company Lend Lease Group shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 days prior to the meeting datedate or date for giving such proxies or consents.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, Company as set forth in Section 5.06 of the Depositary shallDeposit Agreement, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole reasonable discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting and in the solicitation materials, if any, received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitledentitled under the terms of the Deposit Agreement, subject to any applicable provision of Australian Chilean law and of the constitution or similar document Estatutos of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to itself exercise the right to vote that attaches to the Shares or other any voting discretion over any Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested instructed the Depositary to send a notice act under this paragraph and has complied with provided at least 30 days’ prior notice pursuant to the final following paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by a matter and an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such that amount of Deposited SecuritiesSecurities as to that matter, provided, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) the Company believes substantial opposition exists or (yz) such the Company believes the matter materially would have a material and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraphadverse impact on its shareholders. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall endeavor to give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary approved by the Company in writing)advance, such approval not being unreasonably withheld, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian Swiss law and of the constitution articles of association or similar document duly authorized organizational documents of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to Owners for which the Depositary has not timely received voting instructions will be deemed, and the Depositary shall deem such Owner, to give have given a discretionary proxy to a person designated by the CompanyCompany to vote the Shares or other Deposited Securities represented by such Owner’s American Depositary Shares in his or her discretion. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company Issuer with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company Issuer to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company Issuer informs the Depositary (and the Company Issuer agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Issuer does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. If the Depositary timely receives voting instructions from an Owner which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Owner’s American Depositary Shares, the Depositary will deem such Owner (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.7, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document of the Company and any other provisions governing Deposited SecuritiesCompany, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (given, or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, Securities other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 days prior to the meeting date.

Appears in 1 contract

Samples: Deposit Agreement (Cycle & Carriage LTD /Fi)

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafterthere­after, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing), which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including an express indication that instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's Deposited Securities represented by American Depositary Shares on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) substantial opposition exists or (y) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this ArticleSection 4.07, the Company shall give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, after consultation with the Company to the extent practicable and as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at in the sole discretion of the Depositary (unless otherwise advised to the Depositary by the Company in writing)Depositary, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law and of the constitution articles of association or similar document documents of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given given, including an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, insofar in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the those American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested the Depositary to send a notice under this paragraph and has complied with the final paragraph of this Article 16 and (ii) no instructions are received by the Depositary from an any Owner with respect to that Owner's any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall, only if instructed by the Company in writing to do so, shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (yz) such matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Article, the Company shall endeavor to give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 days prior to sufficiently in advance of the meeting date.

Appears in 1 contract

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

Voting of Deposited Securities. Upon receipt from the Company of notice of any meeting at which the holders of Shares or other Deposited Securities are entitled to vote or solicitation of proxies or consents of holders of Shares or other Deposited Securities, the Depositary shall, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be at the discretion of the Depositary (unless otherwise advised previously provided to the Depositary by the Company in writing)for its review and comment, which shall contain (a) such information as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Australian law the laws of Brazil, the Estatuto Social and the provisions of the constitution or similar document of the Company and any other provisions governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given including given, including, an express indication that such instructions may be given (or be deemed given in accordance with the last sentence of this paragraph if no instruction is received) , to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purposepurpose (the “Instruction Date”), the Depositary shall endeavor, insofar in so far as practicablepracticable and permitted under any applicable provision of the laws of Brazil, the Estatuto Social and the provisions of the Deposited Securities to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the such Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company has requested makes a request to the Depositary to send a notice under as contemplated by the first sentence of this paragraph Section 4.07 and has complied complies with the final following paragraph of this Article 16 Section 4.07 and (ii) no instructions are received by the Depositary from an Owner with respect to that Owner's an amount of Deposited Securities represented by the American Depositary Shares evidenced by that Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such that Owner to have instructed the Depositary to give give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such Deposited Securities instruction shall not be deemed to have been given and the Depositary shall, only if instructed by the Company in writing to do so, shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such that information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to receive a discretionary proxy, (y) substantial opposition exists or (yz) such the matter materially and adversely affects the rights of holders of Shares. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cut-off date to ensure that Neither the Depositary will nor the Custodian shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote the Shares or Deposited Securities except in accordance with the provisions set forth in the preceding paragraphvoting instructions timely received or deemed received from Owners. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Articlethe preceding paragraph, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 28 30 days prior to the meeting datedate or date for giving such proxies or consents. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or other Deposited Securities in accordance with the provisions set forth in this Section 4.07. Subject to the rules of any securities exchange on which American Depositary Shares or the Deposited Securities are listed, the Depositary shall, if requested in writing by the Company, deliver to the Company, at least three City of São Paulo, State of São Paulo business days prior to the date of a meeting of holders of Deposited Securities, copies of all instructions received from Owners in accordance with which the Depositary will vote or cause to be voted Deposited Securities at that meeting.

Appears in 1 contract

Samples: Deposit Agreement (Triunfo Holding & Investments)

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