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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 30 contracts

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

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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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 14 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Home Inns & Hotels Management Inc.), Deposit Agreement (Cgen Digital Media 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 ’s articles of association or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 ’s articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 10 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 10 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 8 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 8 contracts

Samples: Deposit Agreement (Harmony Gold Mining Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Western Areas 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 reasonably requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, 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, exemption or derogation 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 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. The Depositary and the Custodian shall refuse to accept Shares for deposit if the Depositary has received a notice from the Company that the Company has restricted transfer of those Shares under the Company’s Articles of Association or any applicable laws or that the deposit would result in any violation of the Company’s Articles of Association or any applicable laws. The Company shall notify the Depositary in writing with respect to any restrictions on transfer of its Shares for deposit under this Deposit Agreement. 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 or receive Shares by way of Share registration with the Transfer Agent and Registrar to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Forward Pharma a/S)

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) electronic transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such 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 deliver to, or upon the written order of, the person or persons stated in such order, order 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, appointed agent of the Company for transfer and registration of Shares) 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, 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 or, in lieu thereof, such agreement of indemnity or other agreement agreements as shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, 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 holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been electronically transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, 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 similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery electronic transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities 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.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Central North Airport 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Phynova Group PLC), Deposit Agreement (Wolseley PLC), 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall provide written notice informing the Company of any such other place or places.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Liberty International 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 any person (including the Depositary in its individual capacity) by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer or instructions for transfer, or endorsement, 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, 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 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 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 appointed agent of the Company for transfer and registration of Shares, which may but need not be the 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 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 Deposited Shares, or in lieu thereof, thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Custodian or such other name as the Depositary and the Company shall require. 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 certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specifiedrequired under this Deposit Agreement, 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 similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of evidence of rights to receive Shares or of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, the Custodian shall execute such Custodian shall, documents in such manner as soon as transfer shall be necessary and recordation can be accomplished, present such documents evidence of title rights or other instruments evidencing title as may be required under the Company's constitution certificate or similar document or applicable law or regulation certificates to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary by the Holder or its nominee or such nominees, or the Custodian or its nomineenominee or nominees at the cost and expense of the Holder making such deposit. Deposited Securities Shares 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 6 contracts

Samples: Deposit Agreement (Intercontinental Hotels Group PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC)

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 to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 or the Custodian 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company Issuer or the Foreign Registrar, if applicable, for 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. If any Deposited Securities are represented by Restricted Receipts, such Deposited Securities shall at all times be segregated from all other Deposited Securities (whether restricted or not).

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights the right to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, England and Wales 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 (National Grid 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, England 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 (Futuremedia PLC), Deposit Agreement (United Utilities PLC), Deposit Agreement (United Utilities 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 the laws and regulations of the United Kingdom and any necessary approval has been granted by any 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 (Smith & Nephew PLC), Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Bank of New York / Adr Division)

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 inscription in the name of the Depositary in a share account maintained by 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 any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, 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 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 Australia, if any, France 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 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplishedpracticable, present such documents evidence of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation ownership to the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, for 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 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 Depositary, issue or by a Custodian for the account cause to be issued written confirmations as to holdings of Shares, it being agreed and to the order understood that such confirmations do not constitute documents of the Depositary or at such other place or places as the Depositary shall determinetitle.

Appears in 4 contracts

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

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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 or the Custodian 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company Issuer or the Foreign Registrar, if applicable, for 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. If any Deposited Securities are represented by Restricted Receipts, such Deposited Securities shall at all times be segregated from all other Deposited Securities (whether restricted or not).

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Gerdau S.A.), Deposit Agreement (Gerdau 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 (i) transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, andand together, 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 such depositdeposited Shares. No Share shall be accepted for The Depositary reserves the right to reject the deposit unless accompanied by evidence satisfactory to of any Shares where the Depositary that any necessary approval has been granted by any governmental body currency regulations of Mexico then in the Commonwealth of Australiaeffect, if any, which is then performing require the function approval of a local regulator or other governmental body and evidence of such approval (in a form satisfactory to the regulation of currency exchangeDepositary) does not accompany 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 Receipt 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 dividenddividend in respect of such Shares, 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 or, in lieu thereof, such agreement of indemnity or other agreement as agreements shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, 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 holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, 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 similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities 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. The Depositary will not deliver Shares, except upon the receipt and cancellation of Receipts or in a surrender to the Company in a transaction covered by Section 4.08.

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 or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 ’s constitution or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's ’s constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 (Benitec Biopharma LTD/ADR), Deposit Agreement (Sundance Energy Australia LTD), Deposit Agreement (Sundance Energy Australia 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 to any the Custodian hereunder, hereunder accompanied by any appropriate instrument or instruments or instructions for transfer, or endorsement, of 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 reasonably 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as 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 similar document or applicable law or regulation documentation to the Company or the Foreign Share Registrar, if applicable, for 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 (Bank of New York / Adr Division), Deposit Agreement (Ambev 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 delivering them to any the Depositary by inscription in the name of the Depositary in a share account maintained by the Company or the Foreign Registrar, if applicable, in the case of Shares in registered form or in an account maintained by the Custodian hereunderin the case of Shares in bearer form, accompanied by any pursuant to appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or the Foreign Registrar, as applicable, 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 deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. The Company or the Foreign Registrar, as applicable, in the case of Shares in registered from, or the Custodian in the case of Shares in bearer form, will, upon the request of 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. 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, which France that 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 (Thomson), Deposit Agreement (Thomson)

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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Australia, if any, Peru 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 Peruvian 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, and any such agreement of indemnity or other agreement as shall be satisfactory to reasonably required by 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplishedpracticable, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Peruvian Registrar, if applicable, for 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 (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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 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 AustraliaJapan, if any, which is then performing the function of the regulation of currency exchange. If 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, appointed 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of the rights to subscribe referred to in Section 4.04; provided, however, that in such event if by operation of applicable provisions of the Japanese Commercial Code or any other Japanese law no certificate for any number of Shares issued upon such distribution or upon such exercise is issuable, such number of Shares which would form a part of the Deposited Securities in respect of the Receipts to be delivered pursuant to Section 4.03 or 4.04 shall be deemed to be deposited hereunder without delivery of such certificate to the Custodian if such Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee on the books of the Issuer at the time of the issue of such Shares. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), for 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 (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Tokyo 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 (Sasol LTD/Adr/), Deposit Agreement (Sasol LTD/Adr/), Deposit Agreement (Sasol 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Australia, if any, which France 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 that 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Sanofi-Aventis), Deposit Agreement (Sanofi-Aventis), Deposit Agreement (Sanofi Synthelabo 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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 evidencing Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall provide written notice informing the Company of any such other place or places.

Appears in 3 contracts

Samples: Deposit Agreement (Royal Dutch Shell PLC), 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 articles of association or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 (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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Adidas Ag), Deposit Agreement (Adidas Salomon Ag /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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 Grand Duchy of Australia, if any, which Luxembourg 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 upon, or in respect of of, such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. The Depositary and the Custodian shall refuse to accept Shares for deposit if they have received a notice from the Company that the Company has restricted transfer of those Shares under its articles of association or similar document of the Company or any applicable laws or that the deposit would result in any violation of its articles of association or similar document of the Company or any applicable laws. The Company shall notify the Depositary and the Custodian in writing with respect to any restrictions on transfer of its Shares for deposit under this Deposit Agreement. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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. Shares deposited with the Custodian and credited to the account of the Depositary (whether held directly or indirectly through securities depositories) will be held separate and distinct from any other securities of the Company that may be held by such Custodian.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tenaris 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, England 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 PLC), Deposit Agreement (Reed Elsevier 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Sopheon PLC), Deposit Agreement (London Pacific Group 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Israel 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Citibank,N.A./ADR), 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 United Kingdom 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (3dm Worldwide PLC), Deposit Agreement (Techmarine International 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer (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 instructions for transferother 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) 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 (ii) 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 reasonably 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian or its agents shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company's constitution or similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for 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 (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 Shares) may be deposited by delivery thereof any person (including by electronic transfer thereof) by inscription of ownership of such Shares in the name of 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 Owner, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, 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 such depositso 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 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 share registry 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, documents of title thereto or evidence shall ensure that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation 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 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 United Kingdom 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall use reasonable efforts to comply with written instructions it receives from the Company not to accept for deposit under this Deposit Agreement any Shares identified in those instructions at the times and under the circumstances reasonably specified in those instructions in order to facilitate the Company’s compliance with applicable laws and regulations in the United States. 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 (Autonomy Corp PLC), Deposit Agreement (Eidos 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 AustraliaArgentina, 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 certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Grupo Financiero Galicia Sa), Deposit Agreement (Bank of New York / Adr Division)

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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Smartforce Public LTD Co), Smartforce Public LTD Co

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 to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Republic of Australia, if any, which Hungary 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into a segregated account separate from any Shares that may be held by the Custodian under any other depositary receipt facility relating to Shares.

Appears in 2 contracts

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

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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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. 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 delivery of Shares to be deposited, documents of title thereto or evidence or record that irrevocable instruments or instructions have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title Share, evidence or such other instruments evidencing title as may be required under the Company's constitution or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present if necessary, cause such documents of title or other instruments evidencing title as may Shares to be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer transferred and recordation of the Shares being deposited recorded in the name of an account maintained by the Depositary or its nominee or such Custodian or its nomineeCustodian’s nominee at the cost and expense, if any, 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 2 contracts

Samples: Deposit Agreement (Chuo Mitsui Trust Holdings, Inc.), 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 or any custodian, registrar, transfer agent or other entity involved in the ownership or transaction records on the Company’s behalf in respect of Shares, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 The Depositary may require that Shares presented for deposit unless be accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaSwitzerland, if any, which 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (on behalf of Owners) or at such other place or places as the Depositary shall determine.

Appears in 2 contracts

Samples: Deposit Agreement (Roche Holding LTD), Deposit Agreement (Roche 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Notwithstanding anything to the contrary, the Depositary shall have no obligation to accept Shares for deposit hereunder from persons identified by the Company as holding Restricted Securities except upon compliance with the provisions of Section 5.12 hereof. 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 or Deposited Securities except upon the cancellation of the Receipt or Receipts evidencing the American Depositary Shares representing such Shares or Deposited Securities.

Appears in 2 contracts

Samples: Deposit Agreement (Trintech Group PLC), Deposit Agreement (Trintech 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, England and Wales 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 certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Gene Medix PLC), Deposit Agreement (Phytopharm 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall provide written notice informing the Company of any such other place or places.

Appears in 2 contracts

Samples: Deposit Agreement (Protherics PLC), Deposit Agreement (Protherics 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 (i) by delivery thereof of certificates evidencing such Shares to any Custodian hereunderthe Custodian, accompanied by any an appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with (ii) through electronic transfer of such Shares to the account maintained by the Custodian at the Foreign Registrar for such purpose, or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in all such certifications and payments as may be required cases, accompanied by the Depositary or delivery to the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of the Company or other person making the deposit directing the Depositary to execute and deliver to, or upon the written order of, to the person or persons stated in such orderorder a Receipt or Receipts, or to make adjustments to its records, in order to reflect the number of American Depositary Shares representing the Shares so deposited. No Share shall be accepted for deposit until such depositShare is entitled to the same rights, including with respect to dividends or other distributions, as Shares constituting Deposited Securities. 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 and any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, Argentina 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The deposited Shares and all other Deposited Securities shall be held registered in the name of the Custodian or its nominee, unless otherwise agreed by the Depositary or by a Custodian for Company and the account and to the order of the Depositary or at such other place or places as the Depositary shall determineDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Ypf Sociedad Anonima), Deposit Agreement (Ypf Sociedad Anonima)

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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 any 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 articles of association or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, PRC 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Sinopec Shanghai Petrochemical Co 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 to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 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, if any, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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. 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.

Appears in 2 contracts

Samples: Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/Adr/), Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/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 in favor of the Depositary by delivery thereof inscription in the name of the Depositary in a share account maintained by the Issuer or the Foreign Registrar 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 any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, 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 Issuer or the Foreign Registrar 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 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 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, documents of title thereto or evidence shall ensure that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited at least one Share held in the name of the Depositary or its nominee or such Custodian or its nomineeis in registered form. Deposited Securities All other Shares 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 determinein bearer form.

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 (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 each applicable jurisdiction that is then performing the function of the regulation of currency exchange. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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.

Appears in 2 contracts

Samples: Deposit Agreement (Medigus 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 United Kingdom 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Cyclacel Group PLC), Deposit Agreement (Cyclacel 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Italy 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 (Gentium S.p.A.), Deposit Agreement (Gentium S.p.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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Shares may be deposited hereunder by such delivery thereof as the requestDepositary and 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 in this Deposit Agreement to the Custodian or the Depositary. In the case 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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 evidencing Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, England and Wales 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 (Centrica 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 AustraliaNamibia, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for The Depositary reserves the right to reject the deposit unless accompanied by evidence satisfactory to of any Shares where the Depositary that any necessary approval has been granted by any governmental body currency regulations of Mexico then in the Commonwealth of Australiaeffect, if any, which is then performing require the function approval of a local regulator or other governmental body and evidence of such approval (in a form satisfactory to the regulation of currency exchangeDepositary) does not accompany 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall provide written notice informing the Company of any such other place or places.

Appears in 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, Ireland which is then performing the function of the regulation of currency exchangeexchange if applicable. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Kerry Group PLC)

Deposit of Shares. l 3 (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 to any Custodian hereunder, accompanied by any appropriate instruments of transfer which will consist of (a) extracts from the Share Register and share certificates, if any, evidencing ownership of the Shares, (b) a transfer deed or instructions for transferother 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) 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 (ii) 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shallor its agents, as soon as promptly after receipt of evidence that such transfer and recordation can be has 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 similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. The Depositary shall instruct the Custodian to attempt, in respect of each deposit of Shares, to confirm, by requesting from the depositor and reviewing appropriate documents, that the deposited Shares have been issued or transferred on a repatriable basis in accordance with the permission of the State Bank of Pakistan in terms of the provisions of the Foreign Exchange Manual of the State Bank of Pakistan. The Depositary shall not accept a deposit of Shares (i) if the depositor requests registration of American Depositary Shares in the name of a person having an address in Pakistan, (ii) the Custodian has not made the confirmation contemplated by the preceding sentence with respect to that deposit. No Share shall be accepted for deposit unless accompanied by (i) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Pakistan that is then performing the function of the regulation of currency exchangeexchange and (ii) evidences satisfactory to the Depositary that the necessary stamp duty for transfer of the Shares to the Depositary has been paid in Dollars or sufficient Dollar funds to pay that stamp duty. 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. If the conditions specified in this Section 2.02 for acceptance of a deposit of Shares are not satisfied within a reasonable time after receipt of that deposit, the Depositary shall refuse the deposit and return the Shares to the depositor. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, together with (i) all documents that the Custodian has received relating to repatriability of dividends and disinvestment proceeds in relation to those Shares under the foreign exchange regulations then in force and (ii) the stamp duty necessary for that transfer. 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 1 contract

Samples: 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 any person (including the Depositary in its individual capacity) by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer or instructions for transfer, or endorsement, 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, 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 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 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 appointed agent of the Company for transfer and registration of Shares, which may but need not be the 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 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, thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Custodian or such other name as the Depositary and the Company shall require. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesHolder, and for the account of such personHolder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specifiedrequired under this Deposit Agreement, 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 similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of evidence of rights to receive Shares or of a certificate or certificates for Shares to be deposited hereunder, (other than Shares deposited in the form of bearer shares) together with the other documents and payments specified aboveherein specified, if any, the Custodian shall execute such Custodian shall, documents in such manner as soon as transfer shall be necessary and recordation can be accomplished, present such documents evidence of title rights or other instruments evidencing title as may be required under the Company's constitution certificate or similar document or applicable law or regulation certificates to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary by the Holder or its nominee or such nominees, or the Custodian or its nomineenominee or nominees at the cost and expense of the Holder 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 1 contract

Samples: Deposit Agreement (Signet 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall provide notice informing the Company of any such other place or places.

Appears in 1 contract

Samples: Deposit Agreement (Sthree PLC)

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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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, Switzerland 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Holcim 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, which 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Notwithstanding anything herein to the contrary, the Depositary shall have no obligation to accept Shares for deposit hereunder from persons identified by the Company as holding Restricted Securities except upon compliance with the provisions of Section 5.12 hereof. 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 1 contract

Samples: Deposit Agreement (Smartforce Public LTD Co)

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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer (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 instructions for transferother 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) 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 (ii) 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation 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 similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for 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 1 contract

Samples: Deposit Agreement (Ojsc Polyus Gold)

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 to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the 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 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 presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign appointed agent of the Company for transfer and registration of Shares, which may but need not be the 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, 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. The Depositary may also require that any Shares deposited be registered in the name of the Depositary, the Custodian or the nominee or nominees of either of them or such other name as the Depositary and the Company shall require. 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 certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, 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 similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as transfer and recordation can be accomplished, shall take action to present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation Shares to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary or its the Custodian or the nominee or nominees of either of them, at the cost and expense of the holder making such Custodian or its nomineedeposit. 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.

Appears in 1 contract

Samples: Deposit Agreement (Scottish & Southern Energy PLC /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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 shall provide written notice informing the Issuer of any such other place or places.

Appears in 1 contract

Samples: Deposit Agreement (Antisoma PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive such Shares may be deposited by any person by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instruments certificate, instrument or instructions for transfer, or endorsement, in form satisfactory to the Depositary or the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary Depositary, the Custodian or the Custodian Issuer in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, 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 any necessary approval has been granted by any governmental body in the Commonwealth of Australiaappropriate body, if any, which is then performing the function of governing the regulation of currency exchangeexchange under Irish law. 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 or its nominee of any dividend, or right to subscribe for additional Shares or to receive other 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, risk and expense of any person proposing to deposit holder of Shares or evidence of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, 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 similar document 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, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shallshall take action to, as soon as transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title documents, as may be required under the Company's constitution or similar document or applicable law or regulation applicable, to the Company Issuer or the Foreign Registrar, if applicable, for registration of, or registration of transfer and recordation of 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 holder of Shares making such deposit. The Depositary shall refuse to accept deposits reasonably specified by the Issuer in writing from time to time in connection with enforcing the Foreign Interest Limitation (as defined in Section 3.04). Deposited Securities shall be held by the Depositary or by a the Custodian or its nominee for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.

Appears in 1 contract

Samples: Deposit Agreement (Ryanair 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Climate Exchange 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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. The Depositary will comply with written instructions of the Issuer (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Issuer’s compliance with the securities laws of the United States or Argentina. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 or Bermuda 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document ’s Bye-laws 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document ’s Bye-laws or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for 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 1 contract

Samples: Deposit Agreement (Nkwe Platinum 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 Spain 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 Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under accept the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited and record their registration and deposit 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 its nominee for the account of the Holders and Beneficial Owners and to the order of the Depositary or at such other place or places as the Depositary shall determine. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares. The Depositary will use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary shall not accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 Australia 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

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

Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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, documents of title thereto or evidence or record that irrevocable instruments or instructions have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to notify and instruct the Company or the Foreign Registrar, if applicable, for 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. In its capacity as such, the Depositary agrees that it shall not lend Deposited Securities. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit under this Deposit Agreement any Shares identified in such instructions at such time and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments specified in Section 5.09 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 United Kingdom 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 Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specifiedspecified in Section 5.09, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution articles of association or similar document 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 Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Tomco Energy 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 United Kingdom that is then performing the function of the regulation of currency exchangeexchange or 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. The Depositary and the Custodian shall refuse to accept Shares for deposit if they have received a written notice from the Company that the Company has restricted transfer of those Shares 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. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Australia, if any, Austria 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, time 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as practicable 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of 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 1 contract

Samples: Deposit Agreement (Palfinger Ag)

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares Shares, other than Restricted Securities, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 the laws and regulations of the United Kingdom and any necessary approval has been granted by any 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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. In the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary (including, without limitation, making the necessary notations on Receipts) to give effect to the issuance of such American Depositary Shares and to ensure that such American Depositary Shares are not fungible with other American Depositary Shares issued hereunder until such time as the entitlement of the Shares represented by such non-fungible American Depositary Shares equals that of the Shares represented by American Depositary Shares prior to such deposit. The Issuer agrees to give timely written notice to the Depositary if any Shares issued or to be issued contain rights different from those of any other Shares theretofore issued and shall assist the Depositary with the establishment of procedures enabling the identification of such non-fungible Shares upon delivery to the Custodian.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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 (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, Bermuda 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Frontline 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 to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 any governmental body in the Commonwealth of Australia, if any, Norway 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 (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 Depositary. At , and (ii) if the requestShares are registered in the name of the person on whose behalf they are presented for deposit, risk and expense of any person proposing a proxy or proxies entitling the Custodian to deposit Shares or evidence of rights to receive vote such deposited Shares, insofar as permitted under the laws of Norway and for the account articles of such person, the Depositary may receive Shares to be deposited, documents of title thereto association (or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account similar document) of the Custodian, together with the other instruments and payments herein specifiedCompany, for any and all purposes until the purpose Shares are registered in the name of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunderor its nominees. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation ownership to the Company or the Foreign Registrar, if applicable, for 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.

Appears in 1 contract

Samples: Deposit Agreement (Statoil Asa)

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 or transfer thereof to an account maintained by any Custodian hereunderhereunder for such purpose, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, and any dividend coupons for dividends to be paid in the future and rights to receive such dividend coupons or appropriate evidence thereof, 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 . If the Depositary so requires, together with such person shall also deliver 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 the laws and regulations of Germany and 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 exchangeexchange or any other function which requires approval for the deposit of Shares and by any dividend coupons for dividends to be paid in the future and rights to receive such dividend coupons or appropriate evidence thereof. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for 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 as the legal owner of the Deposited Securities at the Frankfurt/Main office of the Custodian or at Deutsche Borse Clearing AG, the central securities clearing and deposit bank in Germany which holds all share certificates representing the shares of German stock corporations traded on a German stock exchange, or at such other place or places as the Depositary shall determinedetermine following the prior written consent of the Company. 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.

Appears in 1 contract

Samples: Sap Aktiengesellschaft Systems Applications Products in Data

Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited (i) by delivery thereof of certificates evidencing such Shares to any Custodian hereunderthe Custodian, accompanied by any an appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with (ii) through electronic transfer of such Shares to the account maintained by the Custodian at the Foreign Registrar for such purpose, or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in all such certifications and payments as may be required cases, accompanied by the Depositary or delivery to the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of the Company or other person making the deposit directing the Depositary to execute and deliver to, or upon the written order of, to the person or persons stated in such orderorder a Receipt or Receipts, or to make adjustments to its records, in order to reflect the number of American Depositary Shares representing the Shares so deposited. No Share shall be accepted for deposit until such depositShare is entitled to the same rights, including with respect to dividends or other distributions, as Shares constituting Deposited Securities. 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 and any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, Argentina 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The deposited Shares and all other Deposited Securities shall be held registered in the name of the Custodian or its nominee, unless otherwise agreed by the Depositary or by a Custodian for Company and the account and to the order of the Depositary or at such other place or places as the Depositary shall determineDepositary.

Appears in 1 contract

Samples: 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 (i) transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, andand together, 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 such depositdeposited Shares. No Share shall be accepted for The Depositary reserves the right to reject the deposit unless accompanied by evidence satisfactory to of any Shares where the Depositary that any necessary approval has been granted by any governmental body currency regulations of Mexico then in the Commonwealth of Australiaeffect, if any, which is then performing require the function approval of a local regulator or other governmental body and evidence of such approval (in a form satisfactory to the regulation of currency exchangeDepositary) does not accompany 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 Receipt 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 dividenddividend in respect of such Shares, 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 or, in lieu thereof, such agreement of indemnity or other agreement as agreements shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, 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 holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, 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 similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities 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. The Depositary will not deliver Shares, except upon the receipt and cancellation of Receipts or in a surrender to the Company in a transaction covered by Section 4.08 or pursuant to a sale permitted under Sections 3.02, 4.03, 4.11 or 6.02.

Appears in 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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 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 AustraliaJapan, if any, which is then performing the function of the regulation of currency exchange. If 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, appointed 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of the rights to subscribe referred to in Section 4.04; provided, however, that in such event if by operation of applicable provisions of the Japanese Commercial Code or any other Japanese law no certificate for any number of Shares issued upon such distribution or upon such exercise is issuable, such number of Shares which would form a part of the Deposited Securities in respect of the Receipts to be delivered pursuant to Section 4.03 or 4.04 shall be deemed to be deposited hereunder without delivery of such certificate to the Custodian if such Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee on the books of the Issuer at the time of the issue of such Shares. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), for 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.. Table of Contents

Appears in 1 contract

Samples: Deposit Agreement (Mitsubishi Ufj 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 Luxembourg 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 (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 Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, 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. The Depositary and the Custodian shall refuse to accept Shares for deposit if they have received a notice from the Company that the Company has restricted transfer of those Shares under its Articles of Association or any applicable laws or that the deposit would result in any violation of its Articles of Association or any applicable laws. The Company shall notify the Depositary and the Custodian in writing with respect to any restrictions on transfer of its Shares for deposit under this Deposit Agreement. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Ternium 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 Company.

Appears in 1 contract

Samples: Deposit Agreement (Ohsea Holdings 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Royal Dutch Shell PLC)

Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgree­ment, Shares or evidence of rights to receive Shares may be deposited depos­ited by (i) delivery thereof of certificates therefor to the Custodian accompanied by an appropriate instrument or instruments of trans­fer or endorsement in form satisfactory to the Custodian, (ii) electronic transfer of Shares through VPC or any successor thereto, to the account of the Custodian hereundermaintained for such pur­pose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, accompanied by any an appropriate instruments instrument or instructions for transferinstru­ments of trans­feror en­dorsement, or endorsementif any, in form satisfactory to the Custodian, together to­gether with all such certifications and payments as may be required by the Depositary De­positary or the Custodian in accordance with the provisions of this Deposit AgreementAgree­ment, and, if the Depositary requires, and together with a written order directing direct­ing the Depositary 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 exchangede­posit. If required by the DepositaryDeposi­tary, Shares presented for deposit de­posit at any time, whether or not the transfer books of the Company Com­pany (or the Foreign Registrarappointed agent of the Com­pany for transfer and reg­istration of Shares, if applicable, which may but need not be the VPC) are closed, shall also be accompanied by an agreement agree­ment or assignment, or other instrument satisfactory to the DepositaryDe­positary, which will provide for the prompt transfer to the Custodian 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document or applicable law or regulation and evidence certificates to the Custodian for deposit hereunder. Upon each delivery or electronic transfer to a the Custodian of a certificate or certificates for Shares to be deposited hereunderhereun­der, together with the other documents and payments specified aboveabove specified, if any, such Custodian the Custo­dian shall, as soon as transfer and recordation can be accomplishedac­­­­­complished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Com­pany (or the Foreign Registrarappointed agent of the Company for transfer and reg­istration of Shares, if applicablewhich may but need not be the VPC), for 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 Depositary, or by a the Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determinedeter­mine upon prior consultation with the Company.

Appears in 1 contract

Samples: Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Horizon Technology 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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. The Depositary shall not be required to accept for deposit a number of Shares that would result in the creation of a fraction of an American Depositary Share. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 Colombia which is then performing the Commonwealth function of Australiathe regulation of currency exchange. If required by applicable Colombian law, any deposit of Shares for American Depositary Shares must also be accompanied by a written notice setting forth the price paid for the Shares (including any commissions paid to a securities broker in Colombia) and such other information as may be required (i) in order to enable the Custodian to comply with any applicable regulations of the governmental authority or body in Colombia, if any, which is then performing the function of the regulation of currency exchangeexchange or the Superintendency of Finance or (ii) from time to time under applicable Colombian law. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Bancolombia 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 to any Custodian hereunder, accompanied by any appropriate instruments or 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 deliver to, or upon the written order of, the person or persons stated in such order, 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 articles of association or similar document 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, together with the other documents and payments specified above, if any, such Custodian shall, as soon as 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 articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for 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 1 contract

Samples: Deposit Agreement (White Energy 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, PRC 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 United Kingdom 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 shall use reasonable efforts to comply with written instructions it receives from the Company not to accept for deposit under this Deposit Agreement any Shares identified in those instructions at the times and under the circumstances reasonably specified in those instructions in order to facilitate the Company's compliance with applicable laws and regulations in the United States. 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 1 contract

Samples: Deposit Agreement (ReGen Therapeutics 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Pearson 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Trinity Biotech 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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, 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 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 1 contract

Samples: Deposit Agreement (Zindart Industrial 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 to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for 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. 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, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of 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 similar document 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, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as 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 similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for 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 at the head office of the Custodian or at such other place or places as the Depositary shall determine.

Appears in 1 contract

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

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