Common use of Representations and Warranties on Deposit of Shares Clause in Contracts

Representations and Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if any, are validly issued and outstanding, fully paid, non-assessable, that all preemptive rights, if any, with respect to such Shares have been validly waived or exercised, and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent that the deposit of those Shares and the public sale of American Depositary Shares representing those Shares are not restricted under the securities laws of the United States. All such representations and warranties shall survive the deposit or withdrawal of Shares and issuance or cancellation of Receipts therefor.

Appears in 6 contracts

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

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Representations and Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if anyapplicable, are validly issued and outstandingissued, fully paid, non-assessablenonassessable, that all free and clear of any lien, encumbrance, security interest, charge or adverse claim and were not issued in violation of any preemptive rights, if any, with respect to such or similar rights of the holders of outstanding Shares have been validly waived or exercised, and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent and warrant that the deposit of those Shares that it deposits are not, and the public sale of American Depositary Shares representing those Shares are will not restricted under the securities laws of the United Statesbe, Restricted Securities. All such Such representations and warranties shall survive the deposit or of Shares, delivery of American Depositary Shares and withdrawal of Shares and issuance or cancellation of Receipts thereforDeposited Securities.

Appears in 4 contracts

Samples: Deposit Agreement (BrasilAgro - Brazilian Agricultural Real Estate Co), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

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