Common use of Changes Affecting Deposited Securities Clause in Contracts

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 97 contracts

Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD), Deposit Agreement (Jinxin Technology Holding Co), Deposit Agreement (Jinxin Technology Holding Co)

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Changes Affecting Deposited Securities. Upon any change in par value, split-upsplit‑up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 F‑6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 38 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 36 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 26 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it otherwise is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 24 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it otherwise is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 23 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) expense reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 16 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 9 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement (JD.com, Inc.)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 8 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Grand Farm Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Changes Affecting Deposited Securities. Upon any change -------------------------------------- in par nominal value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement Agreement, and applicable law, evidence American Depositary Shares representing the right to receive such additional securitiesDeposited Securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion opinion of Counsel furnished counsel to the Company obtained at the Company’s expense of the Company satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the SharesDeposited Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or or corporate change. If the Company approves or requests the execution and delivery of additional Receipts, shall also be made. The the Company agrees that it willshall, jointly with the Depositary, amend the Registration Statement on of Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Registered Holders, the Depositary may, may with the Company’s approval, 's approval and shall, shall if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) 's counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Registered Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Registered Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.01. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Registered Holders in general or to any Registered Holder or Registered Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 6 contracts

Samples: Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be substituted for and treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional or replacement securities, as applicable. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt by the Depositary of an Opinion (a) a written opinion of Counsel furnished at the Company’s expense U.S. counsel (reasonably satisfactory to the Depositary Depositary) stating whether or not: (1) such exchange, conversion or replacement requires registration of such securities under the Securities Act and/or Exchange Act or (2) such exchange, conversion or replacement of such securities as then contemplated is exempt from the registration requirements of the Securities Act and/or Exchange Act and (b) a written opinion of ROC counsel (reasonably satisfactory to the Depositary) stating that (1) such distributions are exchange, conversion or replacement does not in violation of any applicable violate the laws or regulations)regulations of the Republic of China and (2) all requisite regulatory consents and approvals relating to such exchange, conversion or replacement have been obtained in the Republic of China, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesof Eligible Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoherein, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) Company 's counsel, satisfactory to the Depositary Depositary, that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities property which shall be received by the Depositary or the Custodian in exchange for, or in conversion of of, or replacement of, or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities Property under the Deposit Agreement, and this Deposit Agreement and the Receipts ADR shall, subject to the provisions of the Deposit Agreement, this Deposit Agreement ADR and applicable law, evidence American Depositary Shares representing represent the right to receive such additional securitiesor replacement Deposited Property. AlternativelyIn giving effect to such change, split-up, cancellation, consolidation or other reclassification of Deposited Securities, recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes) and receipt of an Opinion opinion of Counsel furnished at the Company’s expense counsel reasonably satisfactory to the Depositary (stating that such distributions actions are not in violation of any applicable laws or regulations), execute (i) issue and deliver additional Receipts, ADSs as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, (ii) amend the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration Statement Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to permit be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the issuance of such new form of Receipttransaction with respect to the ADSs. Notwithstanding the foregoing, in the event that any security Deposited Property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities Deposited Property at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities Deposited Property upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofof the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible practicable to make such securities Deposited Property available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securitiesDeposited Property.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (RYB Education, Inc.)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 5 contracts

Samples: Deposit Agreement (Hailiang Education Group Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Momo Inc.)

Changes Affecting Deposited Securities. Upon any modification to add a par value (or subsequent change in such par value), split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 5 contracts

Samples: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD)

Changes Affecting Deposited Securities. Upon any change in par or stated value, split-up, subdivision, cancellation, consolidation combination or any other reclassification of Deposited Securities the Preferred Stock or upon any recapitalization, reorganization, amalgamation, merger amalgamation or consolidation or sale of all or substantially all of the Company’s assets affecting the Company or to which it is otherwise a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in (a) the fraction of an interest in one share of Preferred Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Preferred Stock, in each case as may be necessary fully to reflect the effect of such change in par or stated value, split-up, combination or other reclassification of Preferred Stock, or such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary or the Custodian in exchange for, for or upon conversion or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion of or replacement or otherwise in respect of, of such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive Preferred Stock. In any such additional securities. Alternativelycase, the Depositary maymay in its discretion, with the Company’s approval, and shall, if the Company shall so request, subject to the terms approval of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or it may call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be madedeposited securities. The Company agrees that it will, jointly with Anything to the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, contrary herein or in the event that Deposit Agreement notwithstanding, holders of Receipts shall have the right from and after the effective date of any security so received may not be lawfully distributed such change in par or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger, amalgamation, consolidation or sale to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory surrender such Receipts to the Depositary that such action is not in violation of any applicable laws with instructions to convert, exchange or regulationssurrender the Preferred Stock represented thereby only into or for, sell such securities at public or private sale, at such place or places and upon such terms as it the case may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred bybe, the Depositary and/or a division kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts was converted or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled which such Preferred Stock was exchanged or surrendered after giving effect to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiestransaction.

Appears in 5 contracts

Samples: Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 4 contracts

Samples: Deposit Agreement (Aquarius Platinum LTD /Fi), Deposit Agreement (Banco De Guayaquil S.A.), Deposit Agreement (GEA Group AG)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in nominal value, change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or of, replacement or otherwise in respect of, such of Deposited Securities shall, subject to the extent permitted by terms of this Deposit Agreement and applicable law, including any applicable provisions of the Securities Act of 1933, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence each American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and Share shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt applicable law, including any applicable provisions of the Securities Act of 1933, thenceforth represent an Opinion of Counsel furnished at appropriately adjusted proportional interest in the Company’s expense satisfactory Deposited Securities so received in exchange or conversion or replacement or otherwise, unless additional or new Receipts are delivered pursuant to the following sentence. In any such case the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)may, and shall if the Company shall so request, execute and deliver and, if applicable, cause the Registrar to countersign additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate changeSecurities. Upon the occurrence of any change or other event covered by this Section with respect to the Deposited Securities, the Depositary shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission give notice thereof in writing to permit the issuance of such new form of Receiptall Owners. Notwithstanding the foregoing, in the event that any security securities so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, following consultation with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) sale for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities4.01.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (American Beverage Co Ambev), Deposit Agreement (American Beverage Co Ambev)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so requestrequests, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 4 contracts

Samples: Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 4 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary expense that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 4 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bona Film Group LTD), Deposit Agreement (Bona Film Group LTD)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in nominal value, change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or of, replacement or otherwise in respect of, such of Deposited Securities shall, subject to the extent permitted by terms of this Deposit Agreement and applicable law, including any applicable provisions of the Securities Act of 1933, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence each American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and Share shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt applicable law, including any applicable provisions of the Securities Act of 1933, thenceforth represent an Opinion of Counsel furnished at appropriately adjusted proportional interest in the Company’s expense satisfactory Deposited Securities so received in exchange or conversion or replacement or otherwise, unless additional or new Receipts are delivered pursuant to the following sentence. In any such case the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)may, and shall if the Company shall so request, execute and deliver and, if applicable, cause the Registrar to countersign additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate changeSecurities. Upon the occurrence of any change or other event covered by this Section with respect to the Deposited Securities, the Depositary shall also be made. The Company agrees that it will, jointly with give notice thereof in writing to all Owners if the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance event affects holdings of such new form of ReceiptAmerican Depositary Shares. Notwithstanding the foregoing, in the event that any security securities so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, following consultation with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsextent practicable, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) sale for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ambev S.A.), Deposit Agreement (Bank of New York / Adr Division)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

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

Changes Affecting Deposited Securities. Upon any change in par face value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Videocon D2h LTD)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel furnished at counsel to the Company’s expense Company reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) 's counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Rediff Com India LTD), Deposit Agreement (Rediff Communication LTD), Deposit Agreement (Rediff Communication LTD)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts ADRs shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, ADRs as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts ADRs to be exchanged for new Receipts. In ADRs, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, ADR specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Suez), Letter Agreement (Suez), Suez

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Invitel Holdings a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Elster Group SE)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in par value, value of the Shares or split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the approval of the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds (without liability for interest) of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to cash. Immediately upon the occurrence of any such change, conversion or exchange covered by this Section 4.1 hereof. The in respect of the Deposited Securities, the Depositary shall not be responsible for (i) any failure give notice thereof in writing to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiesall Owners.

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)

Changes Affecting Deposited Securities. Upon any change in par or stated value, split-up, subdivision, cancellation, consolidation combination or any other reclassification of Deposited Securities the Preferred Stock or upon any recapitalization, reorganization, amalgamation, merger amalgamation or consolidation or sale of all or substantially all of the Company's assets affecting the Company or to which it is otherwise a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in (a) the fraction of an interest in one share of Preferred Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Preferred Stock, in each case as may be necessary fully to reflect the effect of such change in par or stated value, split-up, combination or other reclassification of Preferred Stock, or such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary or the Custodian in exchange for, for or upon conversion or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion of or replacement or otherwise in respect of, of such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive Preferred Stock. In any such additional securities. Alternativelycase, the Depositary maymay in its discretion, with the Company’s approval, and shall, if the Company shall so request, subject to the terms approval of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or it may call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be madedeposited securities. The Company agrees that it will, jointly with Anything to the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, contrary herein or in the event that Deposit Agreement notwithstanding, holders of Receipts shall have the right from and after the effective date of any security so received may not be lawfully distributed such change in par or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger, amalgamation, consolidation or sale to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory surrender such Receipts to the Depositary that such action is not in violation of any applicable laws with instructions to convert, exchange or regulationssurrender the Preferred Stock represented thereby only into or for, sell such securities at public or private sale, at such place or places and upon such terms as it the case may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred bybe, the Depositary and/or a division kind and amount of shares of stock and other securities and property and cash into which the Preferred Stock represented by such Receipts was converted or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled which such Preferred Stock was exchanged or surrendered after giving effect to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiestransaction.

Appears in 3 contracts

Samples: Deposit Agreement (Bear Stearns Companies Inc), Deposit Agreement (Bear Stearns Companies Inc), Deposit Agreement (Bear Stearns Companies Inc)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so requestrequests, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (AutoNavi Holdings LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (AutoNavi Holdings LTD)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in par valuevalue of the Shares or, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the approval of the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds (without liability for interest) of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofcash. The Immediately upon the occurrence of any such change, conversion or exchange covered by this Article in respect of the Deposited Securities, the Depositary shall not be responsible for (i) any failure give notice thereof in writing to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiesall Owners.

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)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Bioceres S.A.), Deposit Agreement (Vodafone Group Public LTD Co), Deposit Agreement (Hutchison China MediTech LTD)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesin Eligible Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited SharesEligible Securities, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoherein, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 3 contracts

Samples: Deposit Agreement (Advanced Semiconductor Engineering Inc), Deposit Agreement (Advanced Semiconductor Engineering Inc), Deposit Agreement (Advanced Semiconductor Engineering Inc)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional or replacement securities, as applicable. AlternativelyIn giving effect to such change, split up, subdivision, cancellation, consolidation or other reclassification, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company (furnished at the expense of the Company’s expense ), reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute issue and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoto the Deposit Agreement, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities in proportion to the number of American Depositary Shares held by such Holders, which allocation may be made upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofof the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be substituted for and treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional or replacement securities, as applicable. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt by the Depositary of an Opinion (a) a written opinion of Counsel furnished at the Company’s expense U.S. counsel (reasonably satisfactory to the Depositary Depositary) stating whether or not: (1) such exchange, conversion or replacement requires registration of such securities under the Securities Act and/or Exchange Act or (2) such exchange, conversion or replacement of such securities as then contemplated is exempt from the registration requirements of the Securities Act and/or Exchange Act and (b) a written opinion of ROC counsel (reasonably satisfactory to the Depositary) stating that (1) such distributions are exchange, conversion or replacement does not in violation of any applicable violate the laws or regulations)regulations of the Republic of China and (2) all requisite regulatory consents and approvals relating to such exchange, conversion or replacement have been obtained in the Republic of China, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesof Eligible Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts if necessary and permissible. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) 's counsel, satisfactory to the Depositary Depositary, that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 4.1. Subject to the Depositary's rights, and the Company's obligations, under Section 5.8 hereof. The , neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Neither the Depositary nor the Company shall not be responsible incur any liability to Holders and/or Beneficial Owners for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivisionstock split (either forward or reverse), cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and the receipt of an Opinion opinion of Counsel furnished at counsel to the Company’s expense Company (if an opinion is requested by the Depositary) reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesor stock split, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In Receipts as in the case of a reverse stock split and in either case, as well as in the event of newly deposited Shares, with any necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing to give effect to such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.on

Appears in 2 contracts

Samples: Deposit Agreement (St Assembly Test Services LTD), Deposit Agreement (Chartered Semiconductor Manufacturing LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, any termination or reorganization of the Trust (whether or not a new or successor Trust or CPO Trustee is formed or appointed), or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement conversion, substitution or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions terms of this the Deposit Agreement and applicable lawlaws, including any applicable provisions of the Securities Act of 1933, thenceforth evidence American Depositary Shares GDSs representing the right to receive Deposited Securities including the securities so received in exchange, conversion, substitution or otherwise to the extent additional Receipts are not delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, may with the Company’s approval, and shall, if shall at the Company shall so Company’s request, subject to Section 5.09 of the terms of this Deposit Agreement and receipt the other terms of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesdistribution of CPOs, or call for the surrender of outstanding Receipts to be exchanged for new ReceiptsReceipts specifically describing such newly received Deposited Securities. New CPOs may only be issued to the extent that the maximum limit set forth in the CPO Deed has not been exceeded, otherwise the execution of a new CPO deed may be required. Immediately upon the occurrence of any such exchange, conversion or substitution covered by this paragraph in respect of the Deposited Securities, the Depositary shall give notice thereof in writing to all Holders. In either casethe event Deposited Securities are to be redeemed and, as well a result, Deposited Securities registered in the name of the Custodian are called for redemption by the Company, the Depositary will call for redemption of GDSs (in an aggregate number representing the number of Deposited Securities registered in the name of the Custodian called for redemption) and may adopt such method as it may deem equitable and practicable to select the GDSs called for redemption. The net proceeds of such redemption after payment of the fees and expenses of the Depositary shall be distributed to holders entitled thereto as in the event case of newly deposited Shares, necessary modifications to a distribution in cash in accordance with Section 4.02 of the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptDeposit Agreement. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, which shall not be unreasonably withheld, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to in accordance with Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to 4.02 of the purchaser of such securitiesDeposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so requestrequests, subject to the terms of this Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Duoyuan Global Water Inc.), Deposit Agreement (Duoyuan Global Water Inc.)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, nominal value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent, in addition to the right existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the CompanyIssuer’s approval, and shall, shall if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesdistribution in CPOs, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate changeSecurities. In the event Shares are to be redeemed and, shall also be made. The Company agrees that it willas a result, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, CPOs registered in the event that any security so received may not be lawfully distributed to some or all Holdersname of the Custodian are called for redemption by the CPO Trust, the Depositary may, with will call for redemption American Depositary Shares (in a number representing the Company’s approval, number of CPOs registered in the name of the Custodian called for redemption) and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that may adopt such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms method as it may deem proper equitable and may allocate practicable to select the American Depositary Shares called for redemption. The net proceeds of such sales (net redemption, after payment of the fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise Depositary, shall be distributed to Owners entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable thereto as in the case of a distribution received in cash pursuant to in accordance with Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to of the purchaser of such securitiesDeposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Vitro Sa De Cv), Deposit Agreement (Vitro Sab De Cv)

Changes Affecting Deposited Securities. Upon any change in par or nominal value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or any other governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional or replacement securities, as applicable. Alternatively, the The Depositary may, after consultation with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, or replacement Receipts as in the case of a stock dividend on the Sharesof Eligible Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in this Exhibit A and Exhibit B heretoto the Deposit Agreement, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, after consultation with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.. J.X.Xxxxxx

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional or replacement securities, as applicable. AlternativelyIn giving effect to such change, split up, subdivision, cancellation, consolidation or other reclassification, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company (furnished at the expense of the Company’s expense ), reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute issue and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities in proportion to the number of American Depositary Shares held by such Holders, which allocation may be made upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s 's expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company's counsel furnished at the Company’s expense) 's expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Babcock & Brown Air LTD), Deposit Agreement (Babcock & Brown Air LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Zuoan Fashion LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, any termination or reorganization of the Trust (whether or not a new or successor Trust or CPO Trustee is formed or appointed), or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement conversion, substitution or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt applicable laws, including any applicable provisions of an Opinion the Securities Act of Counsel furnished 1933, thenceforth evidence GDSs representing the right to receive Deposited Securities including the securities so received in exchange, conversion, substitution or otherwise to the extent additional Receipts are not delivered pursuant to the following sentence. In any such case the Depositary may with the Company’s approval, and shall at the Company’s expense satisfactory request, subject to Section 5.09 and the Depositary (stating that such distributions are not in violation other terms of any applicable laws or regulations)this Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesdistribution of CPOs, or call for the surrender of outstanding Receipts to be exchanged for new ReceiptsReceipts specifically describing such newly received Deposited Securities. New CPOs may only be issued to the extent that the maximum limit set forth in the CPO Deed has not been exceeded, otherwise the execution of a new CPO deed may be required. Immediately upon the occurrence of any such exchange, conversion or substitution covered by this Section in respect of the Deposited Securities, the Depositary shall give notice thereof in writing to all Holders. In either casethe event Deposited Securities are to be redeemed and, as well a result, Deposited Securities registered in the name of the Custodian are called for redemption by the Company, the Depositary will call for redemption of GDSs (in an aggregate number representing the number of Deposited Securities registered in the name of the Custodian called for redemption) and may adopt such method as it may deem equitable and practicable to select the GDSs called for redemption. The net proceeds of such redemption after payment of the fees and expenses of the Depositary shall be distributed to holders entitled thereto as in the event case of newly deposited Shares, necessary modifications to the form of Receipt contained a distribution in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly cash in accordance with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSection 4.02 hereof. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, which shall not be unreasonably withheld, and shall, if the Company requests, subject make reasonable efforts to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to in accordance with Section 4.1 4.02 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel furnished at counsel to the Company’s expense Company reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) 's counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) taxes, in each case, to the extent permitted by the provisions of the Depositary and taxes and/or governmental chargesthis Agreement) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 4.1. Subject to the Depositary's rights, and the Company's obligations, under Section 5.8 hereof. The , neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Joint Stock Co Sitronics), Deposit Agreement (Merafe Resources LTD)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, after consultation with the Company’s approval, and shall, shall if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not request in violation of any applicable laws or regulations)writing, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate Securities. As promptly as practicable after the occurrence of any such change, conversion or exchange covered by this Section 4.08 in respect of the Deposited Securities, the Depositary shall also be made. The Company agrees that it will, jointly with give notice thereof in writing to all Owners if the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance event affects holdings of such new form of ReceiptAmerican Depositary Shares. Notwithstanding the foregoing, in the event that that, in the opinion of the Depositary, any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, after consultation with the Company’s approval, and upon the request of the Company shall, if the Company requests, subject use reasonable efforts to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at a public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate distribute the net proceeds proceeds, if any, of such sales (net of fees and charges of, and expenses incurred by, sale to the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable Owners as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to 4.01 of the purchaser of such securitiesDeposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Cyclacel Group PLC), Deposit Agreement (Cyclacel Group PLC)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoReceipt, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (SKF Inc), Deposit Agreement (SKF Inc)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it otherwise is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at satisfactory legal documentation contemplated in the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsDeposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary and the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value (including, without limitation, the restatement of nominal value in any other currency), change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or conversion, replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with and upon the Company’s approval, and shall, if request of the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)shall, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate Securities. Immediately upon the occurrence of any such change, conversion or exchange covered by this Section 4.8 in respect of the Deposited Securities, the Depositary shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission give notice thereof in writing to permit the issuance of such new form of Receiptall Owners. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with and upon the Company’s approval, and shall, if request of the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsshall, sell such securities at a public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) sale for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities4.1.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, The Company shall provide notice of such event to the Depositary and shall consult with the Depositary prior to the Depositary taking any action hereunder. The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock share dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Except as set forth in Section 5.8, the Depositary shall not (i) be responsible for (i) any failure to determine that whether it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) be responsible for any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) have any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which or other property that shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that the Depositary reasonably determines that any security securities or property so received may not be lawfully or practicably distributed to some all or all Holderscertain Owners, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, may sell such securities or property at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net after payment of fees and charges of, and the expenses incurred bythereof, the Depositary and/or a division or Affiliate(s) fees of the Depositary and any taxes and/or or governmental charges) for the account of the Holders Owners otherwise entitled to such securities or property upon an averaged average or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.01. The Promptly upon receipt of notice from the Company pursuant to Section 5.06 of the occurrence of any of the events referred to in the first sentence of this Section, the Depositary shall not give notice thereof, at the Company’s expense, to all Owners if the event affects holdings of American Depositary Shares. In the event that Shares are to be responsible redeemed and, as a result, Shares registered in the name of the Custodian are called for redemption by the Company, the Depositary will call for the redemption of American Depositary Shares (iin aggregate number representing the number of Shares registered in the name of the Custodian called for redemption) any failure to determine that and may adopt such method as it may be lawful or feasible deem equitable and practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to select the purchaser of such securitiesAmerican Depositary Shares called for redemption.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (Counsel, furnished at the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary (b) and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which or other property that shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts shallare delivered pursuant to the following sentence. In any such case the Depositary may, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that the Depositary reasonably determines that any security securities or property so received may not be lawfully or practicably distributed to some all or all Holderscertain Owners, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, may sell such securities or property at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net after payment of fees and charges of, and the expenses incurred bythereof, the Depositary and/or a division or Affiliate(s) fees of the Depositary and any taxes and/or or governmental charges) for the account of the Holders Owners otherwise entitled to such securities or property upon an averaged average or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.01. The Promptly upon receipt of notice from the Company pursuant to Section 5.06 of the occurrence of any of the events referred to in the first sentence of this Article, the Depositary shall not give notice thereof, at the Company’s expense, to all Owners if the event affects holdings of American Depositary Shares. In the event that Shares are to be responsible redeemed and, as a result, Shares registered in the name of the Custodian are called for redemption by the Company, the Depositary will call for the redemption of American Depositary Shares (iin aggregate number representing the number of Shares registered in the name of the Custodian called for redemption) any failure to determine that and may adopt such method as it may be lawful or feasible deem equitable and practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to select the purchaser of such securitiesAmerican Depositary Shares called for redemption.

Appears in 2 contracts

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

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Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationscheme of arrangement, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s 's expense reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit Exhibits A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company's counsel furnished at the Company’s expense) 's expense reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (WNS (Holdings) LTD), Deposit Agreement (WNS (Holdings) LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company’s counsel furnished at the Company’s expense) expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

Samples: Deposit Agreement (Genesis Lease LTD), Deposit Agreement (Babcock & Brown Air LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the SharesShares underlying the CUFS, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited SharesCUFS, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred byby or charged to, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 2 contracts

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

Changes Affecting Deposited Securities. Upon any change in par value, split-upsplit‑up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the SharesShares underlying the CUFS, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited SharesCUFS, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 F‑6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approvalprior approval (which approval shall not be unreasonably withheld), and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change. Subject to the foregoing, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approvalprior approval (which approval shall not be unreasonably withheld), and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for for, and the Company shall not be liable to Holders or Beneficial Owners for, (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Bavarian Nordic a/S / ADR)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel (furnished at the Company’s expense expense) satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Unilever International Holdings N.V.)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value (including, without limitation, the restatement of nominal value in any other currency), change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or conversion, replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with and upon the Company’s approval, and shall, if request of the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)shall, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate Securities. Immediately upon the occurrence of any such change, conversion or exchange covered by this Section 4.8 in respect of the Deposited Securities, the Table of Contents Depositary shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission give notice thereof in writing to permit the issuance of such new form of Receiptall Owners. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with and upon the Company’s approval, and shall, if request of the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationsshall, sell such securities at a public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) sale for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities4.1.

Appears in 1 contract

Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the Company’s expense of the Company (unless otherwise agreed in writing by the Company and the Depositary), reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the Company’s expense) expense of the Company (unless otherwise agreed in writing by the Company and the Depositary), reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Neither the Depositary nor the Company shall not be responsible to Holders or Beneficial Owners for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (easyJet PLC)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in par nominal value, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the approval of the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Sharesin Units, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with the Company’s approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds (without liability for interest) of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to cash. Immediately upon the occurrence of any such change, conversion or exchange covered by Section 4.1 hereof. The 4.08 of the Deposit Agreement in respect of the Deposited Securities that affects holdings of American Depositary Shares, the Depositary shall not be responsible for (i) any failure give notice thereof in writing to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiesall Owners.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-upsplit‑up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s 's expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 F‑6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s 's expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)laws, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulationslaws, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, division, subdivision, cancellationconsolidation, consolidation cancellation or any other reclassification of Class B Shares or any other Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company Triton Cayman or to which it is otherwise a party, any securities which that shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement conversion, replacement, or otherwise in respect of, such Class B Shares or any other Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, shall thenceforth evidence American Depositary Shares representing the right to receive the Deposited Securities including the securities so received. In any such additional securities. Alternatively, case the Depositary may, may with the Company’s Triton Cayman's approval, and shall, shall if the Company Triton Cayman shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Agreement, execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new newly received Deposited Securities and/or corporate changeSecurities. Upon any split-up, shall also be made. The Company agrees that it willconsolidation, jointly with the Depositarycancellation or any other reclassification of Triton Delaware Preferred Stock, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance or upon any recapitalization, reorganization, merger or consolidation or sale of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general assets affecting Triton Delaware or to any Holder in particularwhich it is a party, (ii) any foreign exchange exposure or loss incurred in connection with such sale the liquidation, dissolution or (iii) winding up of Triton Delaware, any liability securities that shall be received by the Depositary in exchange for, or in conversion, replacement, or otherwise in respect of, Triton Delaware Preferred Stock shall be distributed to the purchaser Holders in the same manner as provided in Section 4.04 with respect to distributions for which Section 4.04 is applicable, and thereafter (subject to Section 4.09) a Share shall consist only of Class B Shares and all other Deposited Securities other than the Triton Delaware Preferred Stock except where such securitiessecurities are received in respect of Triton Delaware Preferred Stock.

Appears in 1 contract

Samples: Deposit Agreement (Triton Energy Corp)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 do not apply, upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which or other property that shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the Company’s approval, and shall, shall if the Company shall so requestrequest in writing, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that the Depositary reasonably determines that any security securities or property so received may not be lawfully or practicably distributed to some all or all Holderscertain Owners, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, may sell such securities or property at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds of such sales (net after payment of fees and charges of, and the expenses incurred bythereof, the Depositary and/or a division or Affiliate(s) fees of the Depositary and any taxes and/or or governmental charges) for the account of the Holders Owners otherwise entitled to such securities or property upon an averaged average or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.01. The Promptly upon receipt of notice from the Company pursuant to Section 5.06 of the occurrence of any of the events referred to in the first sentence of this Section, the Depositary shall not give notice thereof, at the Company’s expense, to all Owners if the event affects holdings of American Depositary Shares. In the event that Shares are to be responsible redeemed and, as a result, Shares registered in the name of the Custodian are called for redemption by the Company, the Depositary will call for the redemption of American Depositary Shares (iin aggregate number representing the number of Shares registered in the name of the Custodian called for redemption) any failure to determine that and may adopt such method as it may be lawful or feasible deem equitable and practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to select the purchaser of such securitiesAmerican Depositary Shares called for redemption.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts ADSs shall, subject to the provisions terms of this Deposit Agreement Agreement, and applicable lawlaws, evidence American Depositary Shares representing including any applicable provisions of the right Securities Act and the Securities Exchange Act of 1934, thenceforth represent the new Deposited Securities so received, unless additional or new ADSs are created pursuant to receive such additional securitiesthe following sentence. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel furnished at counsel to the Company’s expense Company satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, ADRs as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts ADRs to be exchanged for new Receipts. In ADRs, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt ADR contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptADRs. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersHolders in the reasonable judgment of the Depositary after consultation with the Company, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (furnished at the Company’s expense) 's counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sDepositary, in each case, as set forth in Section 5.9 and Exhibit B hereof, (b) of the Depositary governmental charges and taxes and/or governmental charges(c) taxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities. As soon as reasonably practicable following receipt of notice of the occurrence of any such change, conversion or exchange covered by this Section in respect of the Deposited Securities, the Depositary shall, subject to applicable law, give notice thereof in writing, at the Company's expense, to all Holders.

Appears in 1 contract

Samples: Deposit Agreement (Hutchison Telecommunications International LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional or replacement securities, as applicable. AlternativelyIn giving effect to such change, split-up, subdivision, cancellation, consolidation or other reclassification, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company (furnished at the expense of the Company’s expense ,) which is satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute issue and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel counsel to the Company (furnished at the expense of the Company’s expense) which is satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Grifols SA)

Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the The Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion of Counsel furnished at satisfactory documentation contemplated by the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations)Deposit Agreement, execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts in accordance with procedures established by the Depositary, using its reasonable judgement including, but not limited to, suspending distributions of dividends and voting rights in respect of unsurrendered Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in this Exhibit A and Exhibit B heretoto the Deposit Agreement, specifically describing such new Deposited Securities and/or or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (PCCW LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, request (subject to the terms of this the Deposit Agreement and and, if the Depositary shall so request, receipt of an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change. In the Deposit Agreement, shall also be made. The the Company agrees that it willhas agreed to, jointly with the Depositary, amend (if necessary) the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.. Confidential Treatment Requested by GSX Techedu Inc.

Appears in 1 contract

Samples: Deposit Agreement (GSX Techedu Inc.)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it otherwise is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval's prior approval (which approval shall not be unreasonably withheld), and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval's prior approval (which approval shall not be unreasonably withheld), and shall, shall if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is distributions are not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement. Subject to the Depositary's rights under Section 4.1 5.8 hereof. The , neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, may with the Company’s 's approval, and shall, shall if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be madeSecurities. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit If such exchange would result in the issuance of such new form Receipts representing in whole or in part fractions of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersAmerican Depositary Shares, the Depositary may, with shall sell the Company’s approval, and shall, if amount of Shares represented by the Company requests, subject to receipt aggregate of an Opinion of Counsel (furnished such fractions at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at a public or private sale, at such place place, or places and upon such terms as it may deem proper and may proper. The Depositary shall allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, sale to the Depositary and/or a division or Affiliate(s) accounts of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders fractions and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to of the purchaser of such securitiesDeposit Agreement.

Appears in 1 contract

Samples: Publicis Groupe Sa

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, (subject to the terms of this the Deposit Agreement and and, if the Depositary shall so request, receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend (if necessary) the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and/or and/ or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securitiesthose securities received by the Depositary or the Custodian. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible or liable for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities. The Company shall not be responsible or liable to Holders and Beneficial Owners for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Micro Focus International PLC)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulationsincluding, without limitation, Section 5.7 hereof), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject endeavor to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-upsplit‑up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s 's expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 F‑6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s 's expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoto the Deposit Agreement, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is distributions are not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement. Subject to the Depositary's rights, and the Company's obligations, under Section 4.1 hereof. The 5.8 of the Deposit Agreement, neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary stating that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 4.1. Subject to the Depositary's rights, and except for the Company's obligations to the Depositary under Section 5.8 hereof. The , neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securitiesthose securities received by the Depositary or the Custodian. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible or liable for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities. The Company shall not be responsible or liable to Holders and Beneficial Owners for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, may with the Company’s Companys approval, and shall, shall if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be madeSecurities. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit If such exchange would result in the issuance of such new form Receipts representing in whole or in part fractions of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersAmerican Depositary Shares, the Depositary may, with shall sell the Company’s approval, and shall, if amount of Shares represented by the Company requests, subject to receipt aggregate of an Opinion of Counsel (furnished such fractions at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at a public or private sale, at such place place, or places and upon such terms as it may deem proper and may proper. The Depositary shall allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, sale to the Depositary and/or a division or Affiliate(s) accounts of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders fractions and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofof the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities18.

Appears in 1 contract

Samples: Publicis Groupe Sa

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, (subject to the terms of this the Deposit Agreement and and, if the Depositary shall so request, receipt of an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend (if necessary) the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company furnished at the Company’s 's expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (the Company's counsel furnished at the Company’s expense) 's expense satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (China Distance Education Holdings LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for for, and the Company shall not be liable to Holders or Beneficial Owners for, (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Subject to Section 5.2, the Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock CO Concern KALINA)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it otherwise is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval's prior approval (which approval shall not be unreasonably withheld), and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the this form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval's prior approval (which approval shall not be unreasonably withheld), and shall, shall if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is distributions are not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofthe Deposit Agreement. The Depositary shall not be responsible for for, and the Company shall not be liable to Holders or Beneficial Owners for, (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit Exhibits A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptReceipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof4.1. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Tongkah Harbour Public Co LTD)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, subdivision cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamationmerger, merger amalgamation or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s 's approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of an Opinion opinion of Counsel counsel to the Company, furnished at the expense of the Company’s expense , reasonably satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver Deliver additional Receipts, Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In , in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B heretoto the Deposit Agreement, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it willto, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s 's approval, and shall, if the Company requests, subject to receipt of an Opinion opinion of Counsel (counsel to the Company, furnished at the expense of the Company’s expense) , reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofof the Deposit Agreement. The Subject to the Depositary's rights, and the Company's obligations, under Section 5.8 of the Deposit Agreement, neither the Depositary nor the Company shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

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

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this the Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this the Deposit Agreement and receipt of opinions of U.S. and German counsel (which such opinion of German counsel may consist of an Opinion opinion of Counsel in-house counsel to the Company provided on the Company’s letterhead), as applicable, to the Company reasonably satisfactory to the Depositary to be furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional ReceiptsReceipts or make appropriate adjustments in its records, as in the case of a stock dividend on distribution of Shares pursuant to Section 4.2 of the SharesEXHIBIT (a)(2) Deposit Agreement, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new newly received Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that any security or property so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of opinions of U.S. and German counsel (which such opinion of German counsel may consist of an Opinion opinion of Counsel (in-house counsel to the Company provided on the Company’s letterhead), as applicable, to the Company reasonably satisfactory to the Depositary to be furnished at the Company’s expense) satisfactory to the Depositary expense that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereofof the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale sale, or (iii) any liability to the purchaser of such securities.

Appears in 1 contract

Samples: Deposit Agreement (Infineon Technologies Ag)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company Issuer or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect ofof Deposited Securities, such Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such additional securities. Alternatively, case the Depositary may, may with the Company’s Issuer's approval, and shall, shall if the Company Issuer shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be madeSecurities. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit If such exchange would result in the issuance of such new form Receipts representing in whole or in part fractions of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersAmerican Depositary Shares, the Depositary may, with shall sell the Company’s approval, and shall, if amount of Shares represented by the Company requests, subject to receipt aggregate of an Opinion of Counsel (furnished such fractions at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at a public or private sale, at such place or places and upon such terms as it may deem proper and may proper. The Depositary shall allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, sale to the Depositary and/or a division or Affiliate(s) accounts of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders fractions and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities4.1.

Appears in 1 contract

Samples: Deposit Agreement (Publicis Groupe Sa)

Changes Affecting Deposited Securities. Upon In circumstances where the provisions of Section 4.03 of the Deposit Agreement do not apply, upon any change in par nominal value, split-up, subdivisionconsolidation, cancellation, consolidation or any other reclassification of Deposited Securities Securities, or upon any recapitalization, reorganization, amalgamation, merger or consolidation consolidation, or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the a Custodian in exchange for, for or in conversion of or replacement or otherwise in respect of, such of Deposited Securities shall, to the extent permitted by law, shall be treated as new Deposited Securities under this the Deposit Agreement Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing shall thenceforth represent the right new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to receive the following sentence. In any such additional securities. Alternatively, case the Depositary may, with the approval of the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, Receipts as in the case of a stock dividend on the in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, Receipts specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of ReceiptSecurities. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all HoldersOwners, the Depositary may, with the Company’s 's approval, and shall, shall if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper proper, and may allocate the net proceeds (without liability for interest) of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to cash. Immediately upon the occurrence of any such change, conversion or exchange covered by this Section 4.1 hereof. The in respect of the Deposited Securities, the Depositary shall not be responsible for (i) any failure give notice thereof in writing to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securitiesall Owners.

Appears in 1 contract

Samples: Deposit Agreement (Klabin Sa /Fi)

Changes Affecting Deposited Securities. Upon any change in par value, split-up, subdivision, cancellation, consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense satisfactory to the Depositary (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense) satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.or

Appears in 1 contract

Samples: Deposit Agreement

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