Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 131 contracts
Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD), Deposit Agreement (Lotus Technology Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 57 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 36 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 34 contracts
Samples: Deposit Agreement, Deposit Agreement (Hailiang Education Group Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 18 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Super Hi International Holding Ltd.), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 15 contracts
Samples: Deposit Agreement (ZKH Group LTD), Deposit Agreement (ZKH Group LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 14 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 12 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) reasonable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 12 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Noah Holdings LTD), Deposit Agreement (YOUKU.COM Inc.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld, and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 12 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Orchard Therapeutics PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty(20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 11 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 10 contracts
Samples: Deposit Agreement (Amryt Pharma PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Amryt Pharma PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely prior notice thereof to be deposited with the Custodian and registeredDepositary specifying, as the case may be, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Alibaba Group Holding LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Abcam PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty(20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Jiayin Group Inc.), Deposit Agreement (I-Mab)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts if it has not received satisfactory assurances from the Company in property (including an Opinion of Counsel furnished at Shares) is subject to any tax or other governmental charges which the expense of Depositary is obligated to withhold, or if the Company) , in the fulfillment of its obligations under Section 5.7, has furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 8 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9 and either (i) the Depositary shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Prudential PLC), Deposit Agreement (Hopewell Highway Infrastructure LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Lufax Holding LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to in writing from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (AiHuiShou International Co. Ltd.), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty(20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Chemspec International LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to in writing from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Burning Rock Biotech LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 6 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bona Film Group LTD), Deposit Agreement (Bona Film Group LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 6 contracts
Samples: Deposit Agreement, Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Renren Inc.)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9 and either (i) the Depositary shall, subject to Section 5.9 hereof5.9, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 6 contracts
Samples: Deposit Agreement (SESA GOA LTD), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Votorantim Pulp & Paper Inc)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees taxes and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 5 contracts
Samples: Deposit Agreement (Babcock & Brown Air LTD), Deposit Agreement (Genesis Lease LTD), Deposit Agreement (Babcock & Brown Air LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligations under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (NuCana PLC), Deposit Agreement (NuCana PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) calendar days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, payment of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargeswithheld as a result of the distribution). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges paid or withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 5 contracts
Samples: Deposit Agreement (Nanobiotix S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree in writing at such time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Lixiang Education Holding Co . LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, with the approval of the Company, and shall, if the Company shall cause such Shares to be deposited with the Custodian and registeredso request, distribute as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute promptly as practicable to the Holders as Owners of the ADS Record Date outstanding Receipts entitled thereto, in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held as of the ADS Record Dateby them, respectively, additional ADSs, which represent in the Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend, dividend or free distribution, subject to the other terms and conditions of this Deposit Agreement (includingwith respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, without limitation, (a) including the applicable withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of fees and charges of, and expenses incurred by, of the Depositary as provided in subsections 5.09(5) and (b) taxes and/or governmental charges5.09(6), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received reasonably satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities such Act. To the extent In lieu of delivering Receipts for fractional American Depositary Shares in any such distribution may be withheldcase, the Depositary may dispose shall use reasonable efforts to sell the amount of all or a portion Shares represented by the aggregate of such distribution in such amounts fractions and in such manner, including by public or private sale, distribute as the Depositary deems necessary and practicable, and the Depositary shall distribute promptly as practicable the net proceeds proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any such sale (after deduction Deposited Securities an option to elect to receive dividends in fully paid Shares instead of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred bycash, the Depositary and/or a division or Affiliate(s) and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts and, if such option is to be made available to Owners, the Depositary) procedures to Holders entitled thereto upon the terms described in Section 4.1 hereofbe followed.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least fifteen (15) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute as promptly as practicable to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary as promptly as practicable so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely prior notice thereof to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, specifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Gridsum Holding Inc.), Deposit Agreement (Gridsum Holding Inc.)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof5.9, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 5 contracts
Samples: Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible permitted by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 5 contracts
Samples: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to in writing from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligations under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld, and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Nightstar Therapeutics PLC), Deposit Agreement (Nightstar Therapeutics PLC), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or and governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 4 contracts
Samples: Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree in writing at such time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Hexindai Inc.)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and/ or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 4 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty(20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared, or has otherwise become, effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Aviva PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld or to be paid), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld or to be paid, and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Stealth BioTherapeutics Corp), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Stealth BioTherapeutics Corp)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BeiGene, Ltd.), Deposit Agreement (BeiGene, Ltd.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least fifteen (15) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in this Section 4.2 to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, of Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9 and either (i) the Depositary shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, payment of (a) the applicable fees and charges of, and expenses incurred by, the Depositary as set forth in Exhibit B hereto and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares or American Depositary Shares, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable such (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Rediff Com India LTD), Deposit Agreement (Rediff Communication LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions in a riskless principal capacity, in a public sale or if no public market is available, in a private sale, and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions fractions, in a riskless principal capacity in a public sale or if no public market is available, in a private sale, and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (21Vianet Group, Inc.), Deposit Agreement (21Vianet Group, Inc.), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely notice thereof to be deposited with the Custodian and registeredDepositary prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (CPFL Energy INC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty(20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesto be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely notice thereof to be deposited with the Custodian and registeredDepositary at least twenty(20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (9F Inc.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary's failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, to the Custodian extent permissible under applicable laws and regulations, at least twenty (20) days prior to the proposed distribution (or any such shorter period as the Depositary and the Company may mutually agree to from time to time), specifying, inter alia, the record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in this Section 4.2 to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2 and the Company, Holders and Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 where such notice has not been timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution (or such Shares to be deposited with the Custodian and registered, shorter period as the case Depositary and the Company may bemutually agree to from time to time), in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, as set forth in the Fee Schedule attached hereto as Exhibit B, and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, as set forth in the Fee Schedule attached hereto as Exhibit B, and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2 and the Company, Holders and Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 4 contracts
Samples: Deposit Agreement (Metcash Trading LTD), Deposit Agreement (Lee & Man Paper Manufacturing LTD), Deposit Agreement (Banco De Guayaquil S.A.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to in writing from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) a U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Waterdrop Inc.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Waterdrop Inc.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligations under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary shall use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Trident Digital Tech Holdings Ltd.), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held by each such Holder as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the opportunity to receive distributions on the same terms and conditions as the holders of Shares.
Appears in 4 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution (or such Shares to be deposited with the Custodian and registered, shorter period as the case Depositary and the Company may bemutually agree to from time to time), in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligations under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (QuantaSing Group LTD), Deposit Agreement (QuantaSing Group LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) a U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 4 contracts
Samples: Deposit Agreement (Niu Technologies), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company satisfactory to it (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 3 contracts
Samples: Deposit Agreement (Yirendai Ltd.), Deposit Agreement (Yirendai Ltd.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held by such Holders as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts American Depositary Shares if it has not received reasonably satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 3 contracts
Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Amec PLC)
Distribution in Shares. If any distribution upon any Deposited Securities consists of Whenever the Company intends to make a dividend in, or free distribution of, of Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargeswithheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargeswithheld). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty(20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least fifteen (15) days prior to the proposed distribution specifying, as the case may be, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Sky Solar Holdings, Ltd.), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts ADSs if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 3 contracts
Samples: Deposit Agreement (AutoNavi Holdings LTD), Deposit Agreement (AutoNavi Holdings LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received reasonably satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Wowo LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Immunocore Holdings PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Immunocore LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give timely notice thereof to the Depositary at least twenty(20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Exscientia LTD)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions fractions, in a riskless principal capacity in a public sale or if no public market is available, in a private sale, and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) reasonable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (China Lodging Group, LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may may, after consultation with the Company to the extent reasonably practicable, dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Galapagos Nv), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Renalytix AI PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty(20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may beagree to from time to time) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and reasonable expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Arm Holdings LTD), Deposit Agreement (Arm Holdings LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may may, subject to applicable law, dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bavarian Nordic a/S / ADR), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause to the extent practicable give notice thereof to the Depositary at least twenty (20) days (or such Shares other period as may be reasonably agreed from time to be deposited with time between the Custodian Company and registered, as the case may be, in the name of the Depositary) prior to the proposed distribution, specifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders of ADSs as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesrequired by applicable law to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesrequired by applicable law to be withheld). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated by applicable law to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders of ADSs (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) such taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained herein to the contrary, in the event the Company fails to give the Depositary at least twenty (20) days (or such other period as agreed pursuant to this Section 4.2) prior written notice of the proposed distribution as provided for above, the Depositary agrees to exercise all commercially reasonable efforts necessary to perform the actions contemplated in this Section 4.2 and the Company acknowledges that the Depositary shall have no liability for the Depositary's failure to perform the actions contemplated in this Section 4.2, other than for its failure to exercise all commercially reasonable efforts, as provided for herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such Shares distribution and whether or not it wishes such distribution to be deposited with the Custodian and registered, as the case may be, in the name made available to Holders of the Depositary, the Custodian or any of their nomineesADSs. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9. Upon receipt of (x) confirmation from the Custodian of the receipt of the Shares so distributed by the Company, and shall(y) confirmation from the Company that it wishes such distribution to be made available to Holders of ADSs and satisfactory documentation within the terms of Section 5.7, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that (x) the Depositary may withhold determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, (y) the Company has advised the Depositary that it does not wish such Shares to be distributed to Holders of ADSs, or in the fulfillment of its obligation under Section 5.7, has advised the Depositary that the distribution of Receipts if it the Shares cannot be legally made under Japanese law to Holders and Beneficial Owners of ADSs or has not received failed to deliver satisfactory assurances from documentation that the Company (including an Opinion of Counsel furnished at the expense distribution of the Company) Shares can be legally made under Japanese law to Holders and Beneficial Owners of ADSs, or has furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (HW Electro Co., Ltd.), Deposit Agreement (HW Electro Co., Ltd.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the an ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Common Shares Deposit Agreement (Citibank,N.A./ADR), Preferred Shares Deposit Agreement (Citibank,N.A./ADR), Common Shares Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs American Depositary Shares held as of the ADS Record Date, additional ADSsAmerican Depositary Shares, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and any other governmental charges), or (ii) if additional ADSs American Depositary Shares are not so distributed, each ADS American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and any other governmental charges). In lieu of Delivering fractional ADSsAmerican Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Midatech Pharma PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution (or such Shares to be deposited with the Custodian and registered, shorter period as the case Company and the Depositary may bemutually agree from time to time), in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld or paid), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld or paid). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, in consultation with the Company, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld or paid and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. No distribution to Holders pursuant to this Section 4.2 shall be unreasonably delayed by any action of the Depositary or the Custodian. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.
Appears in 3 contracts
Samples: Deposit Agreement (Le Gaga Holdings LTD), Deposit Agreement (China Auto Rental Holdings Inc.), Deposit Agreement (China Auto Rental Holdings Inc.)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, registered in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, and thereupon the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shallmay, subject to Section 5.9 5.07 hereof, either (i) distribute to the Holders entitled thereto, as of the ADS Record Date record date fixed pursuant to Section 4.08 hereof, in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held as of the ADS Record Dateby them respectively, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (Agreement, including, without limitation, (a) the applicable fees Sections 2.02, 2.03, 4.04, 4.05, 5.07 and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests 5.09 hereof; in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering issuing ADSs fractional ADSsAmerican Depositary Shares in any such case, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon net proceeds, all in the terms manner and subject to the conditions described in Section 4.1 hereof4.02 or (ii) if additional ADSs are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. The In the event that the Depositary may withhold determines that any such distribution of Receipts if it has not received satisfactory assurances from the Company in property (including an Opinion of Counsel furnished at Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the expense of Depositary is obligated to withhold, or, if after the Company) , in the fulfillment of its obligation under Section 5.07 hereof, has furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may other laws in order to be withhelddistributed to Holders, the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicablepracticable to pay any such taxes or charges, or effect the distribution of unregistered Shares, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable such taxes and/or governmental or charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon in proportion to the terms described number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in Section 4.1 hereofaccordance with the provisions of this Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (WPP Group PLC), Deposit Agreement (WPP Group PLC), Deposit Agreement (WPP Group PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligations under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 3 contracts
Samples: Deposit Agreement (Xiao-I Corp), Deposit Agreement (Xiao-I Corp), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give timely notice thereof to be deposited with the Custodian and registeredDepositary specifying, as the case may be, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution (to the extent not prohibited by applicable law), as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2 (e.g., on account of an Argentine legal prohibition), the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least fourteen (14) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems reasonably necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in this Section 4.2 to the contrary, in the event the Company fails to give the Depositary at least fourteen (14) days prior notice of the proposed distribution provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof. The Depositary has been informed that, pursuant to the terms of a contribution agreement dated as of December 31, 2014, as amended, entered into between the Company and Silver Eagle Acquisition Corp and filed as an exhibit to the Company’s effective registration statement on Form F-4 dated February 4, 2015 (the “Contribution Agreement”), the existing shareholders of the Company as of the date of the Contribution Agreement, will be entitled to be issued an additional 46.72 million Shares and Global Eagle Acquisition LLC, being the Sponsor (as specified in the Contribution Agreement) will be entitled to be issued an additional 1.3 million ADSs (which is equal to 5.20 million Shares) increasing ratably to a maximum of 2.0 million ADSs (which is equal to 8.00 million Shares), based on the applicable actual contribution amount following the Closing (as defined in the Contribution Agreement) subject to the achievement of certain ADS price targets during a period of three years following the Closing Date (as defined in the Contribution Agreement) (each such issuance of additional Shares of the Company to the current shareholders of the Company and the Sponsor is hereinafter referred to as the “Earn-out” and such shares are referred to as the “Earn-out Shares”). Any Earn-out Shares issued to the existing shareholders of the Company as of December 31, 2014 and the Sponsor will be issued by way of a bonus issue of Shares (or such other form as determined by the independent members of the Board of Directors of the Company), in accordance with the applicable Indian laws. In the event that such Shares are issued by way of a bonus issue, the holders of the ADSs, other than the Sponsor, shall have no interest in or entitlement to Shares issued pursuant to such bonus. In accordance with, and as authorized under, the terms of the Company’s Articles of Association, the holders of the ADSs shall be deemed (i) to have waived their interest in or entitlement to equity shares issued pursuant to such Earn-out and (ii) to have authorized the Company to instruct the Depositary to accept for deposit any Earn-Out Shares as may be required to effect the Earn-Out pursuant to the Contribution Agreement and the Company’s Memorandum and Articles of Association, subject to Section 2.3 and Section 2.11 of this Agreement. The Depositary may refrain from taking any action with respect to the Earn-out Shares if it has not received satisfactory assurances from the Company (including an Opinion of Counsel from the Company) that such actions, instructions or any issuances of ADSs in relation thereto (i) do not require registration under the Securities Act or are exempt from registration thereunder and (ii) do not violate the Company’s organizational documents or any other applicable laws or regulations.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.4.1
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9 and either (i) the Depositary shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Focus Media Holding LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 6.6 of the Agreement and shall, subject to Section 5.9 hereofExhibit B to the Agreement, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs ADRs held as of the ADS Record Date, additional ADRs evidencing ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs ADRs are not so distributed, each ADS ADR issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof6.1 of the Agreement. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including including, at the written request of the Depositary, an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company's expense) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof6.1.
Appears in 2 contracts
Samples: Deposit Agreement (Iona Technologies PLC), Deposit Agreement (Iona Technologies PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares to be deposited with the Custodian and registered, other number of days as the case Depositary and the Company may befrom time to time agree to) prior to the proposed distribution, in the name of the Depositaryspecifying, inter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental charges(other than any Excluded Taxes)), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental charges(other than any Excluded Taxes)). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges (other than any Excluded Taxes) and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof 4.9 and either (i) the Depositary shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions fractions, in a riskless principal capacity, in a public sale or if no public market is available, in a private sale, and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7 hereof, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (China Medical Technologies, Inc.), Deposit Agreement (China Medical Technologies, Inc.)
Distribution in Shares. If any distribution upon any Deposited Securities of a particular Series consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodiancorresponding Series, the Depositary may, and shall establish if the ADS Record Date upon the terms described in Section 4.7 hereof Company so requests, and shallfurnishes it promptly with satisfactory evidence that it is legal to do so, subject to Section 5.9 hereof, either (i) distribute to the Holders as of Receipts on the ADS Record Date record date fixed pursuant to Section 4.06, in proportion to the number of ADSs American Depositary Shares held as by each of them, respectively, additional Receipts in the same form for an aggregate number of American Depositary Shares of the ADS Record Date, additional ADSs, which represent in corresponding Series representing the aggregate the number amount of such Shares received as such dividend, dividend or free distribution, subject to the other terms and conditions of this Deposit Agreement (includingwith respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, without limitationincluding the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees, (a) the applicable fees expenses and charges of, and expenses incurred byof the Depositary as provided in Section 5.09. Notwithstanding the foregoing, the Depositary and (b) taxes and/or governmental charges)will not distribute additional Receipts in respect of any securities so received by it in respect of Shares of a Series that is a component of a Share Unit unless the securities so received consist of a dividend in, or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after free distribution of Shares of all the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges)Series comprising such Share Unit. In lieu of Delivering delivering Receipts for fractional ADSs, American Depositary Shares the Depositary shall will sell the number amount of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished fractions, at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, at such place or places and upon such terms as the Depositary deems necessary and practicableit may deem proper, and the Depositary shall distribute the net proceeds of any such sale in accordance with Section 4.01. If additional Receipts of a particular Series are not so distributed (after deduction of applicable taxes and/or governmental charges and fees and charges ofexcept as pursuant to the preceding sentence), and expenses incurred by, the each American Depositary and/or a division or Affiliate(s) Share of the Depositary) to Holders entitled thereto corresponding Series shall thenceforth also represent its proportionate interest in the additional Shares so distributed upon the terms described in Section 4.1 hereofsuch Deposited Securities.
Appears in 2 contracts
Samples: Deposit Agreement (HSBC Holdings PLC), Deposit Agreement (HSBC Holdings PLC)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes and/or governmental chargesrequired to be withheld), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may may, after consultation with the Company to the extent reasonably practicable, dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges required to be withheld and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (PureTech Health PLC), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or and governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or and governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 2 contracts
Samples: Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD)
Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion opinion of Counsel counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, which each constitute a stock split under the Companies Act of Japan, the Company shall cause give notice thereof to the Depositary at least twenty (20) days (or such Shares shorter time period as may be practicable) prior to be deposited with the Custodian and registeredproposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Sumitomo Mitsui Financial Group, Inc.)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause give notice thereof to the Depositary at least thirty (30) days (or such Shares other number of days as mutually agreed to be deposited with in writing by the Custodian Depositary and registeredthe Company) prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargesapplicable taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental chargestaxes). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distribution in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares give notice thereof to be deposited with the Custodian and registeredDepositary at least twenty (20) days prior to the proposed distribution, as the case may bespecifying, in the name of the Depositaryinter alia, the Custodian or any record date applicable to holders of their nomineesDeposited Securities entitled to receive such distribution. Upon the timely receipt of confirmation of such deposit notice from the CustodianCompany, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall4.9. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, subject to Section 5.9 hereof, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or taxes, duties and governmental charges), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or taxes, duties and governmental charges). In lieu of Delivering delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 hereof4.1. The In the event that the Depositary may withhold determines that any such distribution of Receipts in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if it has not received satisfactory assurances from the Company (including in the fulfillment of its obligation under Section 5.7, has furnished an Opinion opinion of Counsel furnished at the expense of the Company) U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from in order to be distributed to Holders (and no such registration under the provisions of the Securities Act. To the extent such distribution may be withheldstatement has been declared effective), the Depositary may dispose of all or a portion of such distribution property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or (a) taxes, duties and governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)