Common use of Deposit of Shares Clause in Contracts

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 7 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Norwood Abbey LTD), Deposit Agreement (Pharmaxis Ltd.)

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Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Cayman Islands or Hong Kong which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 7 contracts

Samples: Deposit Agreement (O2micro International LTD), Deposit Agreement (Linktone LTD), Deposit Agreement (Linktone LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Japan that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise)deposited, documents of title thereto or evidence or record that irrevocable instruments or instructions have been given to cause the transfer of such Shares to the account of any the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title Shares, evidence or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence record to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to notify and instruct the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 7 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)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Cayman Islands or the People’s Republic of Australia, if any, China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 7 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Cayman Islands or the People’s Republic of Australia, if any, China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 7 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchange, if applicable. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sega Sammy Holdings Inc.), Deposit Agreement (Sega Corporation/Fi)

Deposit of Shares. Subject to the terms and conditions ----------------- of this Deposit Agreement, the deposit of Shares or evidence shall be made by transfer of rights Shares to receive the Custodian for the account of the Depositary maintained for that purpose. Shares (other than Restricted Securities) may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunderCustodian, accompanied by any an appropriate instrument or instruments of transfer, transfer or endorsement, in a form satisfactory to the Custodian, such Custodian together with (i) all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with Agreement and (ii) a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, as promptly as practicable, a Receipt or Receipts for the number of American Depositary Shares representing such depositthe Shares as deposited. No Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties, and (b) evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary exemption is in force or approval has been granted by any by, or there has been compliance with the rules and regulations of, the governmental body agency in the Commonwealth of AustraliaIndia, if any, which is then performing the function of the regulation of currency exchange. Unless current applicable law changes, once withdrawn from the depository facility, Shares may not be redeposited. If required by the Depositary, Shares presented for deposit at any time, including deposit by electronic transfer, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or their respective nominees of any dividend, or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Depositary At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS deposited, evidence that Shares have been electronically transferred or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, the Custodian together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents certificate or certificates together with the appropriate instrument or instruments of title transfer or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation endorsement, to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares or other Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, the Custodian or any of their nominees (on behalf of Registered Holders) at the principal office of a Custodian, or at such other place or places as the Depositary shall determine.. After the Initial Deposit, unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only the following may be deposited under this Deposit Agreement: (i) Shares issued as a dividend or free distribution in respect of deposited

Appears in 6 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Federal Republic of Australia, if any, Germany which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, if the Shares to be deposited are certificated, the Depositary may receive such certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 6 contracts

Samples: Deposit Agreement (Fresenius Medical Care AG & Co. KGaA), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Fresenius Medical Care AG & Co. KGaA)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Japanese laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which that is then performing the function of the regulation of currency exchangeexchange or that has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications certifications, documents, other information and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositDeposited Shares. In addition, subject to the terms of Section 5.07, the Depositary and any Custodian may accept Shares for deposit from or on behalf of the Company or an affiliate of the Company, in the case of any distribution of Shares pursuant to Section 4.02, 4.03 or 4.08 of this Deposit Agreement, in each case when such deposit is made by delivery to such Custodian of certificates therefor, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to the Custodian, or delivery to such Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary Depositary, if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under South African laws and regulations, and that any necessary approval has been granted by any the governmental authority or body in the Commonwealth Republic of AustraliaSouth Africa, if any, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary, and if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purpose until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or or, with the prior written consent of the Company, at such other place or places as the Depositary shall determine.

Appears in 5 contracts

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

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement (i) by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, (ii) through electronic transfer of such Shares to the account maintained by the Custodian at the Foreign Registrar for such purpose, or (iii) by delivery to the Custodian of evidence reasonably satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in all such cases, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Argentine laws and regulations and any necessary approval has been granted by any the governmental authority or body in the Commonwealth of AustraliaArgentine Republic, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental authority or body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Barclays PLC), Deposit Agreement (Barclays Bank PLC /Eng/), Deposit Agreement (Barclays Bank PLC /Eng/)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Chile that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Lan Airlines SA), Deposit Agreement (Lan Chile Sa)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Nippon Yusen Kabushiki Kaisha), Deposit Agreement (Dai Nippon Printing Co LTD), Deposit Agreement (Kelka Express Co LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (WMC Resources Inc), Deposit Agreement (Alumina LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. In addition, subject to the terms of Section 5.7, the Depositary and any Custodian may accept Shares for deposit from or on behalf of the Issuer or an affiliate of the Issuer, in the case of any distribution of Shares pursuant to Section 4.2, 4.3 or 4.8 of this Deposit Agreement, in each case when such deposit is made by delivery of those Shares to such Custodian. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary Depositary, if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under South African laws and regulations, and that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if anySouth Africa, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary, and if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or or, with the prior written consent of the Issuer, at such other place or places as the Depositary shall determine.

Appears in 5 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary exemption is in force or approval has been granted by or there has been compliance with the rules and regulations of any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer can be accomplishedpracticable, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 5 contracts

Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Bookham Technology PLC), Deposit Agreement (Arm Holdings PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS Depositary or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Depositary or the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Israel which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 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)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares including, without limitation, the last paragraph of this Section 2.02. Shares, or evidence of rights to receive Shares to the extent permitted by Section 2.09, may be deposited by delivery thereof (which may include delivery including by electronic transfer through the facilities of CHESS or otherwisebook-entry credit) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any the governmental body or bodies in the Commonwealth of Australia, if any, Brazil which is or are then performing the function of the regulation of regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares, insofar as permitted under Brazilian law and the Charter, for any and all purposes until the Shares are registered in the name of the Custodian or its nominees. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments documents herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation ownership to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Notwithstanding anything herein to the contrary, neither the Depositary nor any Custodian acting hereunder shall accept Shares for deposit hereunder, except in connection with the Offering, until September 14, 1997.

Appears in 4 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Sweden which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The nominee of the Depositary may be a Custodian or another Swedish entity entitled to act as a nominee under relevant Swedish laws and regulations. Certificates for Shares, if any, may be kept in a joint deposit account by such nominee, and all Shares deposited with the nominee may be represented by one single certificate.

Appears in 4 contracts

Samples: Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Aktiebolaget Electrolux)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Hong Kong which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 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)

Deposit of Shares. All American Depositary Shares will represent Shares in bearer form unless the holder notifies the Depositary that it requests Shares in registered form. The Depositary will carry out all necessary procedures so that at any given time, commencing as of December 14, 1992, the number of Shares representing American Depositary Shares that are entitled to double voting rights under French Company law and the statuts of the Company is equal to the equivalent number of American Depositary Shares that would be entitled to double voting rights in accordance with Section 4.07. For purposes of determining whether American Depositary Shares are entitled to double voting rights, upon a sale or other disposition of American Depositary Shares by an Eligible Owner, unless otherwise specified by such Eligible owner, the Depositary shall presume that the most recently acquired American Depositary Shares are being sold or otherwise disposed of by such Eligible Owner. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights the right to receive Shares may be deposited in favor of the Depositary by delivery thereof (which may include delivery inscription in the name of the Depositary in a share account maintained by electronic the Company or its agent in the case of Shares in registered form or in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to appropriate instructions for transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing so deposited. The Company or its agent for registration and transfer of Shares in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and registration of Shares) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer Copies of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. instruments with respect to Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. As long as the Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall ensure that at least one Share held in the name of the Depositary is in registered form.

Appears in 4 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, hereunder accompanied by any appropriate instrument or instruments of transfer, or endorsement, transfer in a form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian or the Company upon written notification to the Depositary in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. The Company or the Share Registrar, will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title. Copies of the confirmations with respect to Deposited Securities shall be held by the Depositary or by the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Brazil which is then performing the function of the regulation of currency exchange. If required by the DepositaryDepositary and provided that no applicable Brazilian law is violated thereby, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Share Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or the Depositary, as the case may be, with respect to such Shares of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited SharesShares or, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive evidence of rights to receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence documentation to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of evidence of rights to receive Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation documentation to the Company or the Foreign Share Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

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)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any applicable governmental body in the Commonwealth of Australia, if any, Cayman Islands which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (The9 LTD), Deposit Agreement (The9 LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares), in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Russian Share Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to, Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation documents to the Company or the Foreign Registrar, electronically or otherwise, if applicable, Russian Share Registrar for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall use its reasonable efforts to ensure that such transfer and recordation is promptly effected. Deposited Securities Shares shall be held by a Custodian for the account and to the order of the Depositary. Deposited Securities other than Shares shall be held by Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval approval, if required, has been granted by any governmental body in the Commonwealth of Australia, if any, which Chile that is then performing the function of the regulation of currency exchange. If the person proposing to deposit Shares is not domiciled or resident in Chile, the Custodian shall not accept those Shares unless it receives from or on behalf of that person sufficient evidence that the Shares were purchased in full compliance with the foreign exchange regulations applicable to investments in Chile (either Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank or Decree Law 600 of 1974, as amended, and related agreements with the Foreign Investment Committee) and, if applicable, an instrument whereby that person assigns and transfers to the Depositary any rights it may have under Chilean regulations relating to currency exchange. Pursuant to Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank, the Custodian and/or the Depositary shall give notice to the Central Bank that the Shares have been deposited in exchange of Receipts. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 contracts

Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Australia & New Zealand Banking Group LTD), Deposit Agreement (Eiffel Technologies LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary Depositary, or the Custodian or the Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or delivery of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.8), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.2, 4.3, 4.11 or 6.2.

Appears in 4 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of AustraliaSouth Africa, if any, or any other foreign country which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinedetermine with the prior consent of the Issuer.

Appears in 4 contracts

Samples: Deposit Agreement (Anglogold Ashanti LTD), Deposit Agreement (Anglogold Ashanti LTD), Deposit Agreement (Anglogold Ashanti LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (which may include delivery including by electronic transfer through thereof) by inscription of ownership of such Shares in the facilities name of CHESS the Depositary in an account maintained by the Foreign Registrar and in an account maintained by the Custodian as agent on behalf of the Depositary or otherwise) Owner, pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form satisfactory to the Issuer or the Foreign Registrar or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function of the regulation of currency exchangeexchange or which has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books shareholders' accounts of the Company Issuer or the Foreign Registrar, if applicable, Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At As long as the request, risk and expense of Depositary holds any person proposing Shares pursuant to deposit Shares or evidence of rights to receive Shares, and for the account of such personthis Deposit Agreement, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence shall ensure that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer of the Shares being deposited at least one Share is owned in the name of the Depositary or its nominee or such Custodian or its nomineeand one Share is owned in the name of the Custodian, each in registered form. Deposited Securities shall All other Shares may be held either in registered or in bearer form as permitted by the Depositary or by a Custodian for laws of The Republic of France and the account and to the order statuts of the Depositary or at such other place or places as the Depositary shall determineIssuer from time to time.

Appears in 3 contracts

Samples: Deposit Agreement (Business Objects Sa), Deposit Agreement (Business Objects S.A.), Deposit Agreement (Business Objects Sa)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel satisfactory to the Depositary) that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, New Zealand which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject to (i) the terms and conditions of this Deposit AgreementAgreement and (ii) the delivery to the Depositary of the Board Resolution by or pursuant to which the rights, preferences, privileges, limitations and restrictions relating to the Shares of a particular Series are or evidence were established (and, to the extent that such terms and provisions are or were established pursuant to (rather than in) such Board Resolution, the Officer's Certificate setting forth the establishment of rights such terms and provisions) the Shares of any Series and any coupons or talons appertaining thereto may be deposited upon the original issuance thereof by delivery thereof to receive the Depositary or the Custodian by the Company, and thereafter Shares in registered form only may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS Custodian, in each case properly endorsed or otherwise) to any Custodian hereunder, accompanied by any an appropriate instrument or instruments of transfer, or endorsement, transfer in form satisfactory to the Custodian, Depositary or the Custodian together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, Agreement and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts of the corresponding Series for the number of American Depositary Shares of the corresponding Series representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangedeposited Shares. If required by the Depositary, Shares of a particular Series in registered form presented for deposit at any time, whether or not the transfer books or registers of the Company or the Foreign Registrar, if applicable, Share Registrar with respect to the Shares of such Series are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares of such Series or to receive other property property, which any person in whose name the such Shares are or have been recorded may thereafter receive upon or in respect of or upon redemption of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates representing Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise any Series (or other Deposited Securities pursuant to Section Sections 4.02, 4.03 4.03, 4.04 or 4.08)4.09) in registered form to be deposited hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer can be accomplishedpracticable, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, Share Registrar for registration of transfer of the Shares (or other Deposited Securities) being deposited in the name of the Depositary or its nominee or such the Custodian or its nomineenominee at the cost and expense of the person making such deposit. Deposited Securities Shares shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine, provided that the Depositary shall ensure that the Shares are at all times in safe custody.

Appears in 3 contracts

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC), Deposit Agreement (Royal Bank of Scotland Group PLC), Deposit Agreement (Royal Bank of Scotland Group PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that approval, if any necessary approval is necessary, has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar), if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Fosters Brewing Group LTD /Fi), Deposit Agreement (Starpharma Holdings LTD), Deposit Agreement (Phosphagenics LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by any person by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the CustodianCustodians, together with all such certifications and payments as may be required by the Depositary or the Custodian Custodians in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable), for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject Any person may, subject to the terms and conditions of this Deposit Agreement, deposit Shares or or, to the extent permitted by Section 2.9, evidence of rights to receive Shares may be deposited Shares, by delivery thereof (which may include delivery delivering them to the Custodian by electronic transfer through for the facilities account of CHESS or otherwise) the Depositary, pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for evidencing the number of American Depositary Shares representing such depositthe Shares so deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which that is then performing the function of the regulation of currency exchangeexchange or that has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books shareholders' accounts of the Company or the Foreign Registrar, if applicable, Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which that any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive documents with respect to the Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of documents with respect to Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)under this Agreement, together with the other documents and payments specified above, if any, such the Custodian shall, as soon as registration of transfer can be accomplishedpracticable, present such documents any evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation ownership that was delivered to it to the Company or its agent for the Foreign Registrar, electronically or otherwise, if applicable, for registration of and transfer of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nomineenominee at the expense of the person making the deposit (or for whose benefit the deposit was made) and shall obtain evidence satisfactory to it of that registration. Deposited Securities shall The Company or its agent for registration and transfer of Shares, in the case of Shares in registered form, or the Custodian, in the case of Shares in bearer form, will, upon request of the Depositary, issue or cause to be held by issued written confirmations of the holdings of Shares, but those confirmations will not constitute documents of title. The Depositary or by a Custodian for may hold deposited Shares in the account and to the order name of the Depositary in a share account maintained by the Company or at such other place its agent (Shares in registered form) or places in an account maintained by the Custodian (Shares in bearer form). As long as the Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall determineensure that at least one Share is owned in the name of the Depositary and one Share is owned in the name of the Custodian, each in registered form. All other Shares may be held either in registered or in bearer form as permitted by the laws of The Republic of France and the statuts of the Company as in effect from time to time.

Appears in 3 contracts

Samples: Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys Sa)

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of the American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchange, and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.9 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallor its agents, as soon as registration promptly after receipt of evidence that such transfer can be and recordation have been accomplished, shall present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company’s Constitution or applicable law or regulation above specified to the Company or the Foreign Registrar, electronically or otherwise, if applicable, Russian Share Registrar for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities , and the Company shall be held by the Depositary or by a Custodian for the account ensure that such transfer and to the order of the Depositary or at such other place or places as the Depositary shall determinerecordation is promptly effected.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Cayman Islands or the People’s Republic of Australia, if any, China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval the deposit has been granted authorized by any governmental body the Central Bank (unless and until the Company provides the Depositary with evidence satisfactory to it that such authorization is no longer necessary), and that the conditions for such authorization, as set forth in the Commonwealth of AustraliaForeign Exchange Contract, if any, which is then performing the function of the regulation of currency exchangehave been satisfied. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made). Neither the Depositary nor the Custodian shall be required (i) to accept for deposit a number of Shares that would result in the issuance of a fractional American Depositary Share or (ii) to accept for deposit any Shares that would require that an American Depositary Share represent the right to receive underlying Shares having different rights to distributions. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable), for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval approval, if any, has been granted by the Central Bank or any governmental body in the Commonwealth of Australia, if any, which Brazil that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or by the Foreign Registrar as the Custodian’s nominee, or at such other place or places as the Depositary shall determine.

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)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Israel which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, ) for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Teva Pharmaceutical Industries LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, properly endorsed or accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental authority or body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. No Shares shall be accepted for deposit unless accompanied by payment of any United Kingdom tax or duty payable by the Depositary or the Custodian in relation to such deposit or issuance of the corresponding Receipts. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the a Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares a certificate or certificates for Shares, or evidence of rights to receive Shares, to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates, or evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation rights, to the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable), for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Argentina that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. To the extent that any Shares or Deposited Securities are recorded in the books or records of the Company or of the Foreign Registrar in the name of, or as otherwise held by, the Depositary, the relevant record-entry shall read as follows: “The Bank of New York Mellon, acting as Depositary under the Company's American Depositary Receipts program exclusively for the benefit of the Owners under the American Depositary Receipts Program” or an equivalent wording in Spanish language.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by the Central Bank or any governmental body in the Commonwealth of Australia, if any, Brazil which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Braskem Sa), Deposit Agreement (Braskem Sa), Deposit Agreement (Braskem Sa)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Aflease Gold LTD /Fi), Deposit Agreement (Afrikander Lease Limited /Fi), Deposit Agreement (Bank of New York / Adr Division)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Cayman Islands which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (The9 LTD), Deposit Agreement (Shanda Interactive Entertainment LTD), Deposit Agreement (Shanda Interactive Entertainment LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable), for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Sadia S.A.), Deposit Agreement (Sadia Sa), Deposit Agreement (Suzano Petroquimica S A)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Cayman Islands or the Commonwealth People’s Republic of Australia, if any, China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares to the extent permitted by Section 2.09, may be deposited by delivery thereof (which may include delivery inscription in the name of the Depositary in a share account maintained by electronic the Company or its agent in the case of Shares in registered form or in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to appropriate instructions for transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositthe number of Shares so deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function regulating currency exchange or which has jurisdiction over foreign investment or regulates foreign ownership of the regulation of currency exchangeFrench companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive documents with respect to the Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of documents with respect to the Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer can be accomplishedpracticable, present such documents evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation ownership to the Company or its agent for the Foreign Registrar, electronically or otherwiseregistration and transfer of Shares, if applicableany, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities Notwithstanding anything herein to the contrary, all Shares deposited hereunder shall be held in bearer form to the extent permitted by the laws of the Republic of France and the statuts of the Company as in effect from time to time. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title. As long as the Depositary or by a Custodian for holds any Shares pursuant to this Deposit Agreement, the account and to Depositary shall ensure that at least one Share is owned in the order name of the Depositary or at such other place or places and one Share is owned in the name of the Custodian, each in registered form. All Shares deposited hereunder shall be held in bearer form to the extent permitted by the laws of the Republic of France and the statuts of the Company as the Depositary shall determinein effect from time to time.

Appears in 3 contracts

Samples: Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares or evidence of rights to receive Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Mizuho Financial Group Inc)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, which China that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Except for Shares deposited by the Company or by persons named as selling shareholders in the final prospectus relating to the Company’s initial public offering of American Depositary Shares, no Shares shall be accepted for deposit under this Deposit Agreement without the prior written consent of the Company during a period of 180 days following the date of that final prospectus.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Silicon Motion Technology CORP), Deposit Agreement (Silicon Motion Technology CORP)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Israel which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (XTL Biopharmaceuticals LTD), Deposit Agreement (XTL Biopharmaceuticals LTD), Deposit Agreement (XTL Biopharmaceuticals LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Belgium that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares in bearer or registered form to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunderhereunder in accordance with the provisions of the following paragraph. Upon The Depositary shall instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration exchange of such Shares in bearer or registered form for Shares in dematerialized form and the subsequent transfer and recordation of the resulting Shares being deposited in dematerialized form in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Notwithstanding any other provision of this Deposit Agreement to the contrary, in no event shall the Depositary or a Custodian accept a deposit of Shares to the extent that, after giving effect to that deposit, the number of Shares on deposit would exceed (i) 30 percent of the total number of Shares outstanding (as indicated by the Company and provided to the Depositary) or (ii) a number of Shares (as indicated by the Company and provided to the Depositary) that would, under applicable Belgian legal rules, obligate the holder thereof or any person acting in concert with such holder to launch a mandatory bid for all Shares or other Company securities giving access to voting rights. The Company shall notify the Depositary of the applicable number of Shares described in clauses (i) and (ii) of the preceding sentence as of the date of this Deposit Agreement and, as promptly as practicable, of any subsequent change in those numbers.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev SA/NV), Deposit Agreement (Bank of New York / Adr Division)

Deposit of Shares. American Depositary Shares will represent Shares in bearer form unless the Holder notifies the Depositary in writing that it requests that Shares be held in registered form. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (which may include delivery including by electronic transfer through thereof) in the facilities case of CHESS Shares in registered form in favor of the Depositary by inscription of ownership of such Shares in the name of the Custodian in a share account maintained by the Custodian or otherwise) in the case of Shares in bearer form in a share account maintained by the Custodian pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmation as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any (i) the governmental body agency in the Commonwealth The Republic of AustraliaFrance, if any, which that is then performing the function of the regulation of currency exchange, and (ii) the governmental authority or body in The Republic of France, if any, that is then performing the function of the regulation of foreign ownership of French companies, and the Company agrees that it will not, and will not permit any of its affiliates to, deposit any Shares in respect of which any such necessary approval has not been granted. If required by the Depositary, Shares presented for deposit (including deposits by electronic transfer) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of any such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery (including deposits by electronic transfer) to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer of and record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel), Deposit Agreement (Alcatel)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Brazil that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made). Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into an account or accounts separate from any other Shares of the Issuer that may be held by the Custodian.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Federative Republic of Australia, if any, which Brazil that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whole benefit such deposit is made). Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Hong Kong which is then performing the function of the regulation of currency exchange. .. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments documents herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other instruments and documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (China Mobile Hong Kong LTD /Adr/), Deposit Agreement (China Mobile LTD /Adr/)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Germany that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (Hannover Ruckversicherungs Aktiengesellschaft), Deposit Agreement (GPC Biotech Ag), Deposit Agreement (GPC Biotech Ag)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Bermuda or Hong Kong which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 3 contracts

Samples: Deposit Agreement (A-Max Technology LTD), Deposit Agreement (A-Max Technology LTD), Deposit Agreement (A-Max Technology LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, provided that such Shares or evidence is accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any each necessary approval for such deposit has been granted by any each applicable governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights the right to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the a Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. No Shares delivered to the Custodian for deposit bearing a restrictive legend shall be accepted for deposit without obtaining the Company’s written consent.

Appears in 3 contracts

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

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Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchange, if applicable. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee; provided, however, that on or after certain provisions of the Law Concerning Central Clearing of Bonds, Shares and Other Securities (the “Clearing Law”) enacted in Japan on 2 June 2004 coming into force, the recordation of the Shares on the transfer books of the Issuer or the Foreign Registrar must be complied with in accordance with the Clearing Law. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. On or after certain provisions of the Clearing Law coming into force, the Issuer will not be permitted to issue or deliver certificates for Shares and the Shares will, in place of delivery of certificates for Shares, be transferred under the book-entry transfer system established under the Clearing Law. Accordingly, it is acknowledged and agreed that, on or after such certain provisions of the Clearing Law coming into force, transfer of title to Shares under the book-entry transfer system in accordance with the provisions of the Clearing Law shall be deemed to constitute delivery of certificates for such Shares for the purposes of this Deposit Agreement and the Receipts.

Appears in 3 contracts

Samples: Deposit Agreement (Acom Co LTD /Fi), Deposit Agreement (Acom Co LTD /Fi), Deposit Agreement (Acom Co LTD /Fi)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary Depositary, which may include a legal opinion issued by the Company’s Hong Kong counsel, that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if anyCayman Islands and Hong Kong, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Artel Solutions Group Holdings LTD), Deposit Agreement (Pan Sino International Holding LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for evidencing the number of American Depositary Shares representing such depositthe Shares so deposited. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the appropriate Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the a Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, electronically or otherwise, if applicableappointed agent of the Issuer for registration of transfer of Shares), for registration of transfer of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Orbital Engine Corp LTD /Waa)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares to the extent permitted by Section 2.09 may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunderthereof, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinedetermine for the benefit of the Owners and Holders.

Appears in 2 contracts

Samples: Deposit Agreement (Abbey National PLC), Deposit Agreement (Abbey National PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaJersey, if any, Channel Islands which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunderhereunder at the account maintained by the Custodian for such purpose or such other account as may be agreed to by the Depositary and the Custodian, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental authority or body in the Commonwealth of Australia, if any, Germany which is then performing the function of the regulation of currency exchange. If required by the Depositary, and provided that no applicable German law is violated thereby as notified by the Issuer to the Depositary, Shares presented for deposit in accordance with this Deposit Agreement at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, time shall also be accompanied by an agreement or assignmentagreement, assignment or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to Depositary providing the Custodian of any dividendthe right to receive all dividends, or the right to subscribe for additional Shares or any other securities or the right to receive other property and the right to vote, which any person in whose name the Shares are or have been recorded may thereafter receive upon or Owner has in respect of such deposited Shares, or in lieu thereof, thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinedetermine after Consultation with the Issuer. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into an account or accounts separate from any shares of the Issuer that may be held by such Custodian.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which PRC that is then performing the function of the regulation of currency exchangeexchange or any other function, of which the Depositary has received notice from the Company, that requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ping an Insurance (Group) Co of China LTD)

Deposit of Shares. American Depositary Shares will represent Shares in bearer form unless the Holder notifies the Depositary in writing that it requests that Shares be held in registered form. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (which may include delivery including by electronic transfer through thereof) in the facilities case of CHESS Shares in registered form in favor of the Depositary by inscription of ownership of such Shares in the name of the Custodian in a share account maintained by the Custodian or otherwise) in the case of Shares in bearer form in a share account maintained by the Custodian pursuant to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, instructions for transfer in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for order the number of American Depositary Shares representing the Shares so deposited. The Custodian will, upon request by the Depositary, issue or cause to be issued written confirmation as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any (i) the governmental body agency in the Commonwealth The Republic of AustraliaFrance, if any, which that is then performing the function of the regulation of currency exchange, and (ii) the governmental authority or body in The Republic of France, if any, that is then performing the function of the regulation of foreign ownership of French companies, and the Company agrees that it will not, and will not permit any of its affiliates to, deposit any Shares in respect of which any such necessary approval has not been granted. If required by the Depositary, Shares presented for deposit (including deposits by electronic transfer) at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of any such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery (including deposits by electronic transfer) to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer of and record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement (i) by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, or (ii) through electronic transfer of such Shares to an account maintained by any Custodian at the Foreign Registrar for such purposes, in any event accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with by or on behalf of the person who will be the Beneficial Owner of the American Depositary Shares to be issued upon deposit of such Shares, and all such certifications certifications, documents, other information and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts Receipts, for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Argentine laws and regulations, including the payment of any applicable taxes or other governmental charges, and any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if anyArgentina, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary unless otherwise agreed to by the Company and the Depositary, or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Hong Kong that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Grand Toys International LTD), Deposit Agreement (Grand Toys International Inc)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in a form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Global Depositary Shares Securities representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, Ghana which is then performing the function of the regulation of currency exchange. Notwithstanding anything to the contrary in the foregoing, prior to the effectiveness of a registration statement under the Securities Act relating to the Global Depositary Securities (the "Effective Time"), any issuance of Global Depositary Securities pursuant to this Deposit Agreement shall be subject to receipt by the Depositary of a duly executed and completed written certificate and agreement ("Depositor Certificate"), in substantially the form attached as Annex I hereto, by or on behalf of the person who will be the beneficial owner of the Global Depositary Securities to be issued upon deposit of such Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into segregated accounts separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares. The Depositary shall refuse to accept Shares for deposit whenever it is notified in writing that such deposit would result in any violation of applicable laws. During the Restricted Period, the Depositary will also refuse to accept Shares if notified in writing that the Shares are listed on a U.S. securities exchange or quoted on a U.S. automated inter-dealer quotation system unless accompanied by evidence satisfactory to the Depositary that any Shares presented for deposit are eligible for resale pursuant to Rule 144A under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Ashanti Goldfields Co LTD), Deposit Agreement (Ashanti Goldfields Co LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfertransfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or other similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted As a condition of accepting Shares for deposit unless accompanied by deposit, the Depositary may require evidence satisfactory to it that (i) all conditions to that deposit have been satisfied by the Depositary that person depositing those Shares under Russian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer can be accomplished, or its agents shall present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company’s Constitution or applicable law or regulation above specified to the Company or the Foreign Registrar, electronically or otherwise, if applicable, Russian Share Registrar for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (RBC Information Systems), Deposit Agreement (Scientific Production Corp Irkut)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates or evidence of ownership of title to Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates or evidence of ownership and title to Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of ownership and title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through to the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares certificates or evidence of ownership of title to shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates or evidence of ownership and title to Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of ownership and title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates or evidence of ownership of title to Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates or evidence of ownership and title to Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of ownership and title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Parana Bank S.A.), Deposit Agreement (Perdigao Sa)

Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with any appropriate instrument or instruments of transfer and the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. (a) Subject to the terms and ----------------- conditions of this Restricted Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Restricted Deposit Agreement by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with a duly executed and completed written certification and agreement ("Depositor Certificate"), in substantially the form attached as Annex I hereto, by the beneficial owner of the Restricted American Depositary Shares to be issued upon deposit of such Shares, and all such certifications and payments or opinions of counsel as may be required by the Depositary or the Custodian in accordance with the provisions of this Restricted Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such orderorder (which shall be the beneficial owner furnishing the Depositor Certificate), a Receipt or Receipts for the number of Restricted American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth The Republic of Australia, if any, Ireland which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Restricted Deposit Agreement (CBT Group PLC), Restricted Deposit Agreement (CBT Group PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Cayman Islands or the People’s Republic of Australia, if any, which China that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Visionchina Media Inc.), Deposit Agreement (Visionchina Media Inc.)

Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that all conditions to such deposit under applicable Indian laws and regulations have been satisfied by the person depositing such Shares and any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, India which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Mahanagar Telephone Nigam LTD), Deposit Agreement (Videsh Sanchar Nigam LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth The Republic of Australia, if anySouth Africa, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinedetermine with the prior consent of the Issuer.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by by, or there has been compliance with the rules and regulations of, any governmental body in the Commonwealth The Republic of Australia, if any, South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (New Africa Capital LTD), Deposit Agreement (African Bank Investments LTD)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the CustodianCustodians, together with all such certifications and payments as may be required by the Depositary or the Custodian Custodians in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaEngland, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable), for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Senetek PLC /Eng/), Deposit Agreement (Senetek PLC /Eng/)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunderCustodian, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of transferring Shares or accepting Shares for deposit, together with all such certifications and payments as the Depositary may be reasonably require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with (ii) a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of that order American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by those deposited Shares, (iii) evidence reasonably satisfactory to the Depositary that those Shares have been registered in the books of the Company or the Foreign Registrar (or of CREST, if applicable) in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence reasonably satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by any governmental body in the Commonwealth each applicable jurisdiction (which may be an opinion of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by counsel) and (v) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which property, that any person in whose name the those Shares are or have been recorded may thereafter receive upon or in respect of such deposited those Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any a person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such that person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodianin certificated form, together with the other instruments and payments herein specifiedspecified in this Section, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence those Share certificates to the Custodian for deposit hereunderunder this Deposit Agreement. Upon The Depositary shall instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)under this Deposit Agreement in certificated form, together with the other documents and payments specified abovein this Section, if any, such that Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title that certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation those certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such that Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall, as soon as practicable, provide written notice to the Company if Deposited Securities will be held other than by the Depositary or a Custodian. The Depositary will refuse to accept Shares for deposit if the Depositary has received a written notice from the Company that deposit of such Shares would violate applicable laws or regulations, any shareholder agreement or the Articles of Association or similar organizational document of the Company.

Appears in 2 contracts

Samples: Deposit Agreement (Gyroscope Therapeutics Holdings LTD), Deposit Agreement (Bank of New York / Adr Division)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares from the Company, registrar or other entity recording share ownership or transactions for the Company, may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Germany that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, The Netherlands which is then performing the function of the regulation of currency exchange, if any. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Reed Elsevier Nv), Deposit Agreement (Elsevier Nv /)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposit and such documentation and certifications, if any, as the Depositary and the Company may require in order to comply with any applicable law. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchangeexchange or other function that requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights the right to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.02, 4.03, 4.11 or 6.02.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunderhereunder in accordance with applicable Ukrainian law relating to the transfer and recordation of ownership rights in securities. As of the date hereof, Shares or evidence of rights to receive Shares may be deposited by delivery thereof by the Depositing Shareholder, accompanied by any appropriate instrument or instruments of transfertransfer (which may consist of all such transfer authorizations and other documents as are required by applicable Ukrainian law to, or endorsementas applicable, in form satisfactory (a) validly register such Shares to the account of the Custodian, as nominal holder for the Depositary, on the Share Register (which may include, without limitation, extracts from the Share Register) and (b) validly register ownership rights in such Shares in the Custodial Register in the name of the Depositary or its nominee (which may include, without limitation, Custodial Register Excerpts)), together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) all conditions to such deposit have been satisfied by the Depositing Shareholder under Ukrainian laws and regulations, (ii) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Ukraine which is then performing the function of the regulation of currency exchangeexchange and (iii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.9 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Company, the Share Registrar or the Foreign RegistrarCustodian, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesDepositing Shareholder, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise)deposited, documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodianif any, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for or other documents evidencing or providing for the transfer of title to Shares to be deposited hereunder (including, without limitation, extracts from the Share Register or Custodial Register Excerpts, as applicable, evidencing ownership of the Shares by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08a Depositing Shareholder), together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, (i) present such documents certificate or certificates or other evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Share Registrar, electronically or otherwise, if as applicable, for registration of transfer and recordation of the Shares being deposited to the account of such Custodian, as nominal holder for the Depositary, or its nominee (and the Company shall ensure that such transfer and recordation is promptly effected) and (ii) if applicable, update the Custodial Register to register such Shares in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Open Joint Stock Co Marganetsky Ore Mining & Processing Ente), Deposit Agreement (Ojsc Ordzhonikidzevsky Ore Mining & Processing Enterprise)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Argentina which is then performing the function of the regulation of currency exchange. If required by the Depositary, and if applicable, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Macro Bansud Bank Inc.), Deposit Agreement (Macro Bansud Bank Inc.)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications certifications, documents, other information and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositDeposited Shares. In addition, subject to the terms of Section 5.07, the Depositary and any Custodian may accept Shares for deposit from or on behalf of the Company or an affiliate of the Company, in the case of any distribution of Shares pursuant to Section 4.02, 4.03 or 4.08 of this Deposit Agreement, in each case when such deposit is made by delivery to such Custodian of certificates therefor, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to the Custodian, or delivery to such Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary Depositary, if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the United Kingdom, and that any necessary approval has been granted by any the governmental authority or body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary, and if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purpose until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or or, with the prior written consent of the Company, at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunderCustodian, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Shares for deposit, together with all such certifications and payments as the Depositary may be require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with (ii) a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of that order American Depositary Shares representing such deposit. No Share shall be accepted for those deposited Shares, (iii) evidence satisfactory to the Depositary (at the cost of the person seeking to deposit unless accompanied by Shares) that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which property, that any person in whose name the those Shares are or have been recorded may thereafter receive upon or in respect of such deposited those Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any a person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such that person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specifiedspecified in this Section, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence those Share certificates to the Custodian for deposit hereunderunder this Deposit Agreement. Upon The Depositary shall instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)under this Deposit Agreement, together with the other documents and payments specified abovein this Section, if any, such that Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title that certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation those certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such that Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall, as soon as practicable, provide written notice to the Company if Deposited Securities will be held other than by the Depositary or a Custodian. The Depositary shall make reasonable efforts to comply with written instructions received from the Company not to knowingly accept for deposit under this Deposit Agreement any Shares identified in those instructions at the times and the circumstances specified in those instructions, in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval approval, where relevant, has been granted by any governmental body in the Commonwealth of Australia, if any, which England and Wales that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At In the requestcase of certificated Shares, at the request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon In the case of Certificated Shares, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as registration of transfer and recordation can be accomplished, to present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and other delivery instructions referred to herein to the Custodian or the Depositary. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall provide written notice informing the Company of any such other place or places.

Appears in 2 contracts

Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by or there has been compliance with the rules and regulations of any governmental body in the Commonwealth of Australia, if any, South Africa which is then performing regulating currency exchange and all conditions satisfactory to the function of Depositary have been satisfied (unless and until the regulation of currency exchangeCompany provides the Depositary with evidence satisfactory to it that such authorization or approval is no longer necessary). If required by the Depositary, Shares presented for deposit at any time, including deposit by electronic transfer, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (x) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary, the Custodian or their respective nominees of any dividend, or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary and the Custodian shall refuse to accept Shares for deposit whenever notified, as hereinafter provided, that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.05 or under applicable laws. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of Depositary Receipts to any Owner. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS deposited, evidence that Shares have been electronically transferred or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares or of evidence of rights to receive Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation rights to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine. The Depositary shall provide written notice informing the Company of any such other place or places.

Appears in 2 contracts

Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by (i) delivery thereof (which may include delivery by through electronic transfer of Shares through the facilities Central de Valores Mobiliários, or any successor thereto, to the account of CHESS any Custodian maintained for such purpose or otherwise(ii) delivery to any Custodian hereunderof evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any case accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Portugal which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer can be accomplishedwithout unreasonable delay, present such documents evidence of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation transfer of Shares to the Company or the Foreign Registrar, electronically or otherwise, if applicable, Registrar for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or its nominee or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Portugal Telecom SGPS Sa)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, endorsement in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required from the person depositing such Shares by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence (which may be an opinion of counsel) reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Greece which is then performing the function of the regulation of currency exchange. If required by the Depositary, and if applicable, Shares presented for deposit at any time, whether or not the transfer books records of the Company or the Foreign RegistrarIssuer, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, Depositary which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08), together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, and (ii) if applicable, for registration of transfer of the Shares being deposited are registered in the name of the person on whose behalf they are presented for deposit, any proxy or proxies as shall be required from time to time in accordance with Greek law to entitle the Custodian to exercise voting rights at a shareholders’ meeting. Without limiting any other provision of this Deposit Agreement, the Depositary shall not knowingly accept for deposit any fractional Shares or its nominee or such Custodian or its nomineea number of Shares which upon application of the ADS to Share ratio would give rise to fractional American Depositary Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary agrees to cause the Custodian to place all Shares deposited under this Deposit Agreement or any other Deposited Securities held under this Deposit Agreement into an account separate from any other Shares or other securities that may be held by the Custodian under any other depositary receipt facility or otherwise.

Appears in 2 contracts

Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Mexico which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Wal Mart De Mexico Sa De Cv /Fi)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each of Japan and the Commonwealth of Australia, if any, Cayman Islands which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof (which may include delivery by electronic transfer through the facilities of CHESS or otherwise) to any Custodian hereunder, accompanied by any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary Depositary, or the Custodian or the Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposit and certifications, if any, as the Depositary and the Company may require in order to comply with any applicable law. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchangeexchange or other function that requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights the right to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or delivery of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.8), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American Depositary Shares or in connection with a sale permitted under Section 3.2, 4.3, 4.11 or 6.2.

Appears in 2 contracts

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

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof (which may include delivery by electronic transfer through of a certificate or certificates representing such Shares or other such evidence to the facilities of CHESS or otherwise) to any Custodian hereunder, properly endorsed or accompanied by any appropriate instrument or instruments of transfer, transfer or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for evidencing the number of American Depositary Shares representing such depositthe Shares so deposited. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the appropriate Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instructions have been given to cause the transfer of such Shares to the account of any Custodiandeposited, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.02, 4.03 or 4.08)hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as registration of transfer can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company’s Constitution or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, electronically or otherwise, if applicableappointed agent of the Issuer for registration of transfer of Shares), for registration of transfer of the Shares being deposited in the name of the Depositary or its nominee or such the Custodian or its nominee, at the cost and expense of the Owner making such deposit. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Vernalis PLC), Deposit Agreement (British Biotech PLC)

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