Common use of Form and Transferability of Receipts Clause in Contracts

Form and Transferability of Receipts. Definitive Receipts shall be engraved, printed or lithographed on steel-engraved borders and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts shall be issued, dated and executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar and dated by such officer. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a duly authorized officer of the Depositary who was at any time a proper officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to signature of the Registrar and delivery of such Receipts or did not hold such office at the date of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this, Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. The rights of any Holder with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer on a Holder any rights against the Company or the Depositary or a Custodian except as specifically provided herein.

Form and Transferability of Receipts. Definitive Certificated ADSs shall be evidenced by definitive Receipts which shall be engraved, printed printed, lithographed or lithographed on steel-engraved borders produced in such other manner as may be agreed upon by the Company and the Depositary and in any event shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications modification and omissions, as hereinafter provided. Such Receipts shall be issued(i) dated, dated and executed by the Depositary (ii) signed by the manual or facsimile signature of a duly authorized officer signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are (iii) countersigned by the manual or facsimile signature of a duly authorized officer signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and dated by such officertransfers of ADSs. No Receipt and no Certificated ADS evidenced thereby shall be entitled to any benefits under this the Deposit Agreement or be valid or obligatory enforceable for any purpose against the Depositary or the company, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer orso dated, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the Registrarsigned and countersigned and registered. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a duly authorized officer of the Depositary who was at any time a proper officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to signature of the Registrar and delivery of such Receipts or did not hold such office at the date of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this, this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts may be listed or traded or to conform with any usage with with, respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title Subject to the limitations contained herein and in the Receipt, title to a Receipt (and to the American Depositary Shares each Certificated ADS evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, ) shall be transferable by delivery with upon the same effect terms as a certificated security under the laws of the State of New York, provided that, in the case of a negotiable instrument; providedCertificated ADSs, however, that the Depositary, notwithstanding such Receipt has been properly endorsed or is accompanied by properly executed instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder thereof of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the purpose of determining Depositary nor the person entitled to distribution of dividends Company shall have any obligation or other distributions or be subject to any notice provided for in this liability under the Deposit Agreement and for all other purposes. The rights to any holder of any Holder with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer or any beneficial owners unless such holder is registered as the Holder of such Receipt on a Holder any rights against the Company or books of the Depositary or in the case of a Custodian except Beneficial Owner, such Beneficial Owner or Beneficial Owner's representative is registered as specifically provided hereinthe Holder on the books of the Depositary.

Form and Transferability of Receipts. Definitive (a) Certificated Receipts. Receipts shall be engraved, printed or lithographed on steel-engraved borders and in certificated form shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts receipt shall be issued, dated and executed by the Depositary by the manual or facsimile signature of a duly authorized officer signatory of the Depositary; providedDepositary and, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are appointed, countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar and dated by such officerRegistrar. No Receipt in certificated form shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose purpose, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the Registrarso executed. The Depositary shall maintain books a Receipt register on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts in certificated form bearing the facsimile signature of a duly authorized officer signatory of the Depositary who was at any time a proper officer signatory of the Depositary shall bind the Depositary, notwithstanding that such officer signatory has ceased to hold such office prior to signature the execution of such Receipts by the Registrar and their delivery of such Receipts or did not hold such office at the date of such Receipts. The Receipts in certificated form may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this, this Deposit Agreement as may be required by the Depositary for the purpose of fulfilling its obligations hereunder or as may be required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. The rights of any Holder with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer on a Holder any rights against the Company or the Depositary or a Custodian except as specifically provided herein.

Form and Transferability of Receipts. Definitive Certificated ADSs shall be evidenced by definitive Receipts which shall be engraved, printed printed, lithographed or lithographed on steel-engraved borders produced in such other manner as may be agreed upon by the Company and the Depositary and in any event shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications modification and omissions, as hereinafter provided. Such Receipts shall be issued(i) dated, dated and executed by the Depositary (ii) signed by the manual or facsimile signature of a duly authorized officer signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are (iii) countersigned by the manual or facsimile signature of a duly authorized officer signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and dated by such officertransfers of ADSs. No Receipt and no Certificated ADS evidenced thereby shall be entitled to any benefits under this the Deposit Agreement or be valid or obligatory enforceable for any purpose against the Depositary or the company, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer orso dated, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the Registrarsigned and countersigned and registered. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a duly authorized officer of the Depositary who was at any time a proper officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased to hold such office prior to signature of the Registrar and delivery of such Receipts or did not hold such office at the date of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this, this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts may be listed or traded or to conform with any usage with with, respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title Subject to the limitations contained herein and in the Receipt, title to a Receipt (and to the American Depositary Shares each Certificated ADS evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, ) shall be transferable by delivery with upon the same effect terms as a certificated security under the laws of the State of New York, provided that, in the case of a negotiable instrument; providedCertificated ADSs, however, that the Depositary, notwithstanding such Receipt has been properly endorsed or is accompanied by properly executed instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the Company may deem and treat the Holder thereof of an ADS (that is, the person in whose name an ADS is registered on the books of the Depositary) as the absolute owner thereof for all purposes. Neither the purpose of determining Depositary nor the person entitled to distribution of dividends Company shall have any obligation or other distributions or be subject to any notice provided for in this liability under the Deposit Agreement and for all other purposes. The rights to any holder of any Holder with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer or any beneficial owners unless such holder is registered as the Holder of such Receipt on a Holder any rights against the Company or books of the Depositary or in the case of a Custodian except Beneficial Owner, such Beneficial Owner or Beneficial Owner’s representative is registered as specifically provided hereinthe Holder on the books of the Depositary.

Form and Transferability of Receipts. Definitive Receipts shall be engraved, engraved or printed or lithographed on steel-engraved borders or such other form as may be agreed between the Company and the Depositary and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts No Receipt shall be issuedentitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, dated and unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar and dated by such officerRegistrar. No Receipt shall Receipts may be entitled to issued in denominations of any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the whole number of American Depositary by the manual signature of a duly authorized officer or, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the RegistrarShares. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a duly authorized officer signatory of the Depositary who was at any time a proper officer signatory of the Depositary shall bind the Depositary, notwithstanding that such officer signatory has ceased to hold such office prior to signature of the Registrar execution and delivery of such Receipts by the Registrar or did not hold such office at on the date of issuance of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes modifications not inconsistent with the provisions of this, this Deposit Agreement or with any provisions of the Company’s charter or Brazilian law as may be reasonably required by the Depositary or required in order to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts American Depositary Shares may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the DepositaryDepositary and the Company, notwithstanding any notice to the contrary, may treat the Holder Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. The rights of any Holder with respect to Deposited Securities shall be as set forth in this Deposit Agreement and a Receipt shall not confer on a Holder any rights against the Company or the Depositary or a Custodian except as specifically provided herein.

Form and Transferability of Receipts. Definitive Receipts shall be engraved, printed or lithographed on steel-engraved borders and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts No Receipt shall be issuedentitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, dated and unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar and dated by such officer. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the manual or facsimile signature of a duly authorized officer signatory of the Depositary who was at any time a proper officer signatory of the Depositary shall bind the Depositary, notwithstanding that such officer signatory has ceased to hold such office prior to signature of the Registrar execution and delivery of such Receipts by the Registrar or did not hold such office at on the date of issuance of such Receipts. The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes modifications not inconsistent with the provisions of this, this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts American Depositary Shares may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrumentinstrument under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. The rights of , and neither the Depositary nor the Company shall have any Holder with respect obligation or be subject to Deposited Securities shall be as set forth in any liability under this Deposit Agreement and to any Beneficial Owners of a Receipt shall not confer on a Holder any rights against unless such Beneficial Owners is the Company or the Depositary or a Custodian except as specifically provided hereinOwner thereof.

Form and Transferability of Receipts. Definitive Receipts shall be engraved, printed or lithographed on steel-engraved borders and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Such Receipts No Receipt shall be issuedentitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, dated and unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized officer signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar and dated by such officerRegistrar. No Receipt shall Receipts may be entitled to issued in denominations of any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the whole number of American Depositary by the manual signature of a duly authorized officer or, if a Registrar shall have been appointed, by the manual signature of a duly authorized officer of the RegistrarShares. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered. Receipts bearing the facsimile signature of a duly authorized officer signatory of the Depositary who was at any time a proper officer signatory of the Depositary shall bind the Depositary, notwithstanding that such officer signatory has ceased to hold such office prior to signature of the Registrar execution and delivery of such Receipts by the Registrar or did not hold such office at on the date of issuance of such Receipts. The Receipts may may, with the Company's prior written approval, be endorsed with or have incorporated in the text thereof such legends or recitals or changes modifications not inconsistent with the provisions of this, this Deposit Agreement or with any provisions of the Charter or Brazilian law as may be reasonably required by the Depositary or required in order to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange or market upon which Receipts American Depositary Shares may be listed or traded or to conform with any usage with respect thereto, thereto or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise. The Receipts shall bear a CUSIP number that is different from any CUSIP number that is or may be assigned to any other depositary receipt facility relating to the Shares. The Company and the Depositary have applied to DTC for acceptance of the Receipts in its book-entry settlement system. American Depositary Shares deposited with DTC shall be represented by one or more global Receipts which shall be registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE AGENT AUTHORIZED BY THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. In addition, the Company and the Depositary have applied to each of Euroclear and Cedel for acceptance of the American Depositary Shares for their respective book-entry settlement systems. Title to a Receipt (and to the American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfertransfer and transferred in accordance with the terms of this Deposit Agreement, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the DepositaryDepositary and the Company, notwithstanding any notice to the contrary, may treat the Holder Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. The rights of purposes and neither the Company nor the Depositary shall have any Holder with respect obligation or be subject to Deposited Securities shall be as set forth in any liability under this Deposit Agreement and to any Beneficial Owner of a Receipt shall not confer on a Holder any rights against unless such Beneficial Owner is the Company or the Depositary or a Custodian except as specifically provided hereinOwner thereof.