Representation and Warranty as to Receipts and Depositary Shares Sample Clauses

Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid fractional interest in a share of deposited Preferred Stock represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of Receipts evidencing the Depositary Shares.
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Representation and Warranty as to Receipts and Depositary Shares. The Bank hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/40 fractional interest in a deposited Preferred Share. Such representation and warranty shall survive the deposit of the Preferred Shares and the issuance of Receipts evidencing the Depositary Shares.
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Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/10th fractional interest in a share of deposited Preferred Stock represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of Receipts evidencing the Depositary Shares. Each holder of a Receipt or a Depositary Share acknowledges that the holder either (i) is not an “employee benefit plan” as defined in section 3(3) of the employee retirement income security act of 1974, as amended (“ERISA”), that is subject to title I of ERISA, a “plan” within the meaning of section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), to which section 4975 of the Code applies, an entity whose underlying assets are deemed to include “plan assets” under Department of Labor regulation 29 C.F.R. Section 2510.3- 101, as modified by section 3(42) of ERISA (each of the foregoing, a “Benefit Plan Investor”) or a governmental, non-U.S. or other employee benefit plan which is subject to any U.S. Federal, state or local law, or non-U.S. law, that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) its purchase and holding of the Receipts or the Depositary Shares will not result in (A) a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or, (B) in the case it is a governmental, non-U.S. or other employee benefit plan not subject to ERISA (or an entity whose underlying assets include the assets of any such plan), a violation of any Similar Law.
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Representation and Warranty as to Receipts and Depositary Shares. 13 SECTION 3.05. Taxes. 14 ARTICLE IV THE Preferred Stock; NOTICES 15
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Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/1,000th fractional interest in a deposited Series E Preference Share represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Series E Preference Shares and the issuance of Receipts evidencing the Depositary Shares.
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Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/1,000th fractional interest in a deposited Preference Share represented by such Depositary Share. Such representation and warranty shall survive the deposit of the Preference Shares and the issuance of Receipts evidencing the Depositary Shares. The Company will pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of Depositary Shares or Preference Shares or other securities issued on account of Depositary Shares or certificates representing such shares or securities. The Company, however, will not be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of Preference Shares, Depositary Shares or other securities in a name other than that in which the Depositary Shares with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the record holder thereof, and will not be required to make any such issuance, delivery or payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/100 fractional interest in a deposited Preferred Share. Such
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Representation and Warranty as to Receipts and Depositary Shares. The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid 1/10th fractional interest in a deposited share of Preferred Stock or, in the event that the Amendments shall become effective in accordance with applicable law and any deposited Preferred Stock is converted into Excess Stock, a legal and valid 1/10th fractional interest in a share of deposited Excess Stock. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of Receipts and any conversion of deposited Preferred Stock into Excess Stock.
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Related to Representation and Warranty as to Receipts and Depositary Shares

  • Representations and Warranties on Deposit of Shares Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of Depositors Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of Depositor The Depositor hereby represents and warrants for the benefit of the Securityholders that:

  • Representations and Warranties of Indenture Trustee The Indenture Trustee represents and warrants and any successor trustee shall represent and warrant that:

  • Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that:

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