Common use of Resignation and Removal of the Depositary Clause in Contracts

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 187 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Vitru Brazil Ventures, Holdings & Trade Inc.), Deposit Agreement (ZEEKR Intelligent Technology Holding LTD)

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Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 120 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (RanMarine Technology B.V.)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 48 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (MDxHealth SA), Deposit Agreement (AMTD Digital Inc.)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect or (ii) termination by the Depositary pursuant to Section 6.02 of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ 120 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 11 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 11 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 10 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 10 contracts

Samples: Deposit Agreement (Mynaric AG), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (BioNTech SE)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 9 contracts

Samples: Deposit Agreement (Warrantee Inc.), Deposit Agreement (Wisekey International Holding S.A.), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 9 contracts

Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 60 days' written notice of its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Company, Issuer and to become be effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 Issuer upon 60 days’ prior ' written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Issuer and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 6 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 5 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 5 contracts

Samples: Deposit Agreement (Lead Real Estate Co., LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Yoshitsu Co., LTD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 5 contracts

Samples: Deposit Agreement (JEPLAN Holdings, Inc.), Deposit Agreement (Pixie Dust Technologies, Inc.), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 5 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ 60 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided hereinafter provided. The Company shall inform the Depositary if it will issue a press release related to the removal of the Depositary; provided, however, that nothing in this Section. If Deposit Agreement shall create the obligation for the Company to obtain any type of oral or written consent from the Depositary resigns to issue such press release. The Company may issue such a press release when and in the jurisdictions in which it deems appropriate and necessary to do so. During the period in which the Company has not yet appointed a successor depositary and/or its acceptance of the appointment has not yet occurred, the Depositary shall perform its obligations pursuant to the provisions of or is in connection with this Deposit Agreement and the American Depositary Shares in accordance with the same standards that the Depositary performed such obligations before it received notice of its removal from to the Company or gave notice of its resignation to the Company. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to its such successor a register listing all list of the Owners and their respective holdings of all outstanding American Depositary Shares and shall deliver the Deposited Securities such other information relating to or to the order of its successor. When the American Depositary has taken the actions specified in the preceding sentence (i) Shares and Owners thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 4 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 60 days’ prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder and a new Chapter XXVI Agreement among the Depositary receives notice from Central Bank, the Company that a and such successor depositary has been appointed following (or an amendment to the Foreign Investment Contract), and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall, as promptly as practicable, execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical to the Owners. The Depositary agrees that it will, after assuming the duties appointment of Depositaryany successor depositary, cooperate in good faith with the Company and such successor depositary, including but not limited to, arranging for the execution of an amendment to or a replacement of the Foreign Investment Contract. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 4 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 days’ 60 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to its such successor a register listing all current and accurate list of the Owners and their respective holdings of all outstanding American Depositary Shares and shall deliver the Deposited Securities together with any materials, data or computer records reasonably necessary for such successor to or to the order of perform its successorobligations hereunder. When the Depositary has taken the actions specified in the preceding sentence (i) the Any such successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. The Depositary agrees to announce any such merger or consolidation.

Appears in 4 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. .Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall shall, as promptly as practicable, deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tfi Tab Gida Yatirimlari A.S.), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th the90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. SUCCESSOR DEPOSITARY The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company, subject to become effective upon the appointment of a successor depositary and its acceptance of that appointment such limitations as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed agreed by the Company by 90 days’ prior written notice of that removaland the Depositary in writing from time to time, such resignation to become be effective upon on the later earlier of (i) the 90th day after delivery of the notice thereof to the Company (whereupon the Depositary and shall be entitled to take the actions contemplated in Section 13), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of its such appointment as provided hereinafter provided. The Depositary may be removed the Company by written notice of removal delivered to the Depositary, subject to such limitations as may be agreed by the Company and the Depositary in this Sectionwriting from time to time, which removal shall be effective on the later to occur of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 13), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided. At any time in which the Depositary may resign or be removed hereunder, the Company shall be subject to prior payment of any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed to in writing between the Company and the Depositary, prior to such resignation or removal taking effect. If the Depositary resigns shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York, as successor depositary hereunder. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting written acceptance of its appointment under this Deposit Agreement. If the Depositary receives notice from hereunder, and thereupon such successor depositary shall execute and deliver to its predecessor and to the Company that a written acceptance of its appointment hereunder, and thereupon such successor depositary has been appointed following its resignation or removaldepositary, the Depositaryshall become Depositary hereunder; but such predecessor, upon payment of all sums due it from hereunder and on the written request of the Company, shall execute and deliver to an instrument transferring all rights and powers hereunder, shall duly assign, transfer and deliver all of its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement names and (ii) the predecessor depositary shall cease to be the Depositary addresses of, and shall be discharged and released from holdings of ADSs by, all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of DepositaryHolders. Any corporation bank or other entity trust company into or with which the Depositary may be merged or consolidated consolidated, or to which the Depositary shall transfer substantially all its American depositary receipt business (including the ADR facility created pursuant to this Agreement), shall be the successor of depositary hereunder without any further action. Upon the Depositary without the execution appointment or filing accession of any document or successor depositary hereunder, any further actCustodian then acting hereunder shall forthwith become the agent hereunder of such successor depositary and such successor depositary shall, on the written request of such Custodian, execute and deliver to such Custodian any instruments necessary to give such Custodian authority as the agent hereunder of such successor depositary.

Appears in 3 contracts

Samples: Deposit Agreement (C&c Group PLC), Deposit Agreement (Iona Technologies PLC), Deposit Agreement (Iona Technologies PLC)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 60 days written notice of its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Company, Issuer and to become be effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 Issuer upon 60 days’ prior ' written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Issuer and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect or (ii) by the Depositary pursuant to Section 6.2 of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ 120 days prior written notice of that such removal, to which shall become effective upon the later to occur of (i) the 90th 120th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkYork (and shall not, in any event, be in the United Kingdom). Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionhereinafter provided. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.26.02. The Depositary may at any time be removed by the Company by 90 days’ 120 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. The Depositary may at any time resign as Depositary hereunder under the ---------- Deposit Agreement by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal which notice shall be effective upon on the later earlier of (i) the 90th 60th day after delivery of the notice thereof to the Depositary and Depositary, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of its such appointment as provided in this Sectionthe Deposit Agreement. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, depositary which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder (other than as contemplated in the Owners Deposit Agreement), (ii) duly assign, transfer and their respective holdings of outstanding American Depositary Shares deliver all right, title and shall deliver interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

Samples: Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days' written notice of its election so to do (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, to become Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 60 days’ prior ' written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its reasonable best efforts under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York; provided, however, that in the case of a resignation by the Depositary, the Company's "best efforts" obligation to appoint a successor depositary shall be limited to an appointment which is on terms no less favorable than those contained herein and at no greater expense than as set forth in Section 5.09. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removalrights, the Depositarypowers, duties and obligations of it predecessor; but such predecessor, nevertheless, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, unless this Deposit Agreement is terminated, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, , the Company shall use its best efforts commercially reasonable efforts, prior to any termination date set by the Depositary, to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Aeromexico, S.A.B. De C.V.), Deposit Agreement (Grupo Aeromexico, S.A.B. De C.V.)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 calendar days’ prior written notice of that removal, to become effective upon the later of (i) the 90th calendar day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough United States of Manhattan, The City of New YorkAmerica. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations (but not accrued liabilities) under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Joint Stock Co Kaspi.kz), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become be effective upon on the earlier of (i) the 180th day after delivery thereof to the Company (the "Resignation Waiting Period") (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02), or (ii) the appointment by the Company of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that such removal, to become which removal shall be effective upon on the later of (i) the 90th 180th day after delivery of the notice thereof to the Depositary and (the "Removal Waiting Period"), unless waived by the Depositary, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor (other than as contemplated in Sections 5.08 and 5.09); but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.08 and 5.09), shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor Holders of all outstanding ADSs. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly distribute notice of its appointment as soon as practical after assuming to the duties of DepositaryHolders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

Samples: Deposit Agreement (KB Financial Group Inc.), Deposit Agreement (KB Financial Group Inc.), Deposit Agreement (Kookmin Bank)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days' written notice of its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Company, to become Issuer effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company Issuer by 90 60 days’ prior ' written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Issuer and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares Securities and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 3 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall shall, as promptly as practicable, deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all ongoing and future obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 45 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 45th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that such removal, to which shall become effective upon the later to occur of (i) the 90th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is removedbe removed and the Company does not elect to terminate this Agreement pursuant to Section 6.2, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.26.02. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall, and shall cause the Custodian to, duly transfer and deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 5.08 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect or (ii) termination by the Depositary pursuant to Section 6.02 of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ 120 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Phynova Group PLC), Deposit Agreement (Climate Exchange PLC)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. -27- If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Agora, Inc.), Deposit Agreement (Agora, Inc.)

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal which notice shall be effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionthe Deposit Agreement. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder (other than as contemplated in the Owners Deposit Agreement), (ii) duly assign, transfer and their respective holdings of outstanding American Depositary Shares deliver all right, title and shall deliver interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly provide notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Energy Co of Minas Gerais), Deposit Agreement (Energy Co of Minas Gerais)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the CompanyIssuer, such resignation to become take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Issuer by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionhereinafter provided. The effect If the instrument of resignation if a acceptance by the successor depositary is required by this Section shall not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice have been delivered to the Depositary and (ii) within 50 days after the giving of such notice of resignation or removal, the Depositary may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor depositary and its acceptance of its appointment as provided in this SectionDepositary with respect to the Receipts. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkYork and having a combined capital and surplus of at least $50,000,000. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated or to which the Depositary shall sell all or substantially all of its corporate trust or stock transfer business shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Six Flags Inc), Deposit Agreement (Six Flags Inc)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect and the receipt of resignation if a successor depositary is not appointed is provided for in Section 6.2any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Company by 90 60 days’ prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as hereinafter provided in this Sectionand the receipt of any required approvals of the Brazilian National Securities Commission. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall shall, as promptly as practicable, deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. The Depositary agrees to give written notice of any such merger or consolidation to the Company.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the CompanyIssuer, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionhereinafter provided. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company Issuer by 90 days’ 60 days prior written notice of that such removal, to which shall become effective upon the later to occur of (i) the 90th 60th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer (a) shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement Owners of all outstanding Receipts, and (iib) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A Any such successor Depositary depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2Issuer. The Depositary may at any time be removed by the Company Issuer by 90 days’ prior written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to . In case at any time the Depositary and (ii) acting hereunder shall resign or be removed, it shall continue to act as Depositary until the appointment of and acceptance by a successor depositary and its acceptance of its appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositaryDepositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon each successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly sign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or such successor, and shall deliver to such successor a list of the Owners. Any such successor depositary shall promptly mail notice of its appointment to the order of its successorOwners. When the The Depositary has taken the actions specified shall not be liable for any acts or omissions made by a successor depositary whether in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties connection with a previous act or omission of the Depositary under this Deposit Agreement and (ii) or in connection with a matter arising wholly after the predecessor depositary shall cease to be removal or resignation of the Depositary, provided that the Depositary exercised its best judgment and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment good faith while it acted as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Futuremedia PLC), Deposit Agreement (Futuremedia PLC)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due to it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due to it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary Depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice such removal delivered to the Depositary and (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case the Depositary resigns acting hereunder shall at any time resign or is be removed, the Company shall use its best efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed within 60 days after delivery of such notice, The City the resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositaryand such predecessor, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Owners Stock and their respective holdings of outstanding American Depositary Shares any moneys or property held hereunder to such successor and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties a list of the Record Holders of all outstanding Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that dischargeShares. A Any successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties Record Holders of DepositaryDepositary Shares. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Unova Inc), Deposit Agreement (Monsanto Co)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts, together with any materials, data, magnetic tapes or other computer records or other information necessary or advisable for such successor to perform fully its appointment obligations hereunder. Such predecessor shall cooperate in good faith with the Company to permit such successor to perform its obligations hereunder as soon as practical after assuming possible following such successor's appointment hereunder. Any such successor depositary shall promptly mail notice of its appointment to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD), Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2) or (ii) the appointment by the Company of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed as Depositary hereunder by the Company by 90 days’ prior written notice of that such removal, to which removal shall become effective upon the later to occur of (i) the 90th 60th day after delivery of the notice to the Depositary and Depositary, or (ii) the appointment by the Company of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) Holders of all outstanding ADSs together with copies of such records relating to ADSs as the predecessor Company or successor depositary may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly provide notice of its appointment as soon as practical after assuming to the duties of DepositaryHolders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Delhaize Group), Deposit Agreement (Delhaize Group)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 60 days’ prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Section. If hereinafter provided, except that the requirement that the Company give notice 60 days before effectiveness of removal will not apply if the Depositary resigns has notified the Company of its intent to assign this Deposit Agreement under Section 7.08. In case at any time the Depositary acting hereunder shall resign or is be removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts and any other information relating to this Deposit Agreement or to the order of its Receipts reasonably requested by such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the Any such successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Cyclacel Group PLC), Deposit Agreement (Cyclacel Group PLC)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ days prior written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Section. If hereinafter provided, except that the 90 day prior notice period shall not apply if the Depositary resigns has materially breached this Deposit Agreement and has failed to remedy or is cure that breach within a reasonable time after receiving a notice from the Company specifying that breach and requiring that it be remedied or cured. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (Sims Group LTD), Deposit Agreement (Sims Group LTD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days' written notice of its election so to do (or a lesser amount of notice if satisfactory to the Company) delivered to the Company, to become Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 60 days’ prior ' written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 2 contracts

Samples: Deposit Agreement (MeaTech 3D Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionthe Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The effect Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation if a successor depositary is not appointed is as provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal which notice shall be effective upon on the later of (i) the 90th day after delivery of the notice thereof to the Depositary and Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of its such appointment as provided in this Section. If the Deposit Agreement save that, any amounts, fees, costs or expenses owed to the Depositary resigns under the Deposit Agreement or is in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, depositary which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder (other than as contemplated in the Owners Deposit Agreement), (ii) duly assign, transfer and their respective holdings of outstanding American Depositary Shares deliver all right, title and shall deliver interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Yamaha Corp)

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Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by giving written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary satisfactory to the Company and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ days prior written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or such successor and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the order of its successorOwners. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties Upon effectiveness of the Depositary under this Deposit Agreement and (ii) removal or the predecessor depositary shall cease to be resignation of the Depositary and Depositary, the Company shall be discharged and released from all obligations to the removed or resigned depositary under this Deposit Agreement, except for its duties obligations to such depositary under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of DepositarySections 5.08 and 5.09 hereof. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (GB Auto S.A.E)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor (i) a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver (ii) the Deposited Securities to or to the order of its successorSecurities. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do resign delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary Depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice such removal delivered to the Depositary and (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If the Depositary resigns acting hereunder shall at any time resign or is be removed, the Company shall shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, use its reasonable best efforts to appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder and agreeing to become a party to this Deposit Agreement, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositaryand such predecessor, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Owners Stock and their respective holdings of outstanding American Depositary Shares any moneys or property held hereunder to such successor and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from record holders of all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that dischargeoutstanding Receipts. A Any successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties record holders of DepositaryReceipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Cablevision Systems Corp)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.26.02. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 5.08 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become Issuer effective upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company Issuer by 90 days’ prior written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer, shall execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder, shall duly assign, transfer and shall deliver all right, title and interest in the Deposited Securities to or such successor, and shall deliver to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) such successor all materials necessary to enable the successor shall become depositary to carry out the Depositary and shall have all the rights and shall assume all the duties responsibilities of the Depositary under this Deposit Agreement and (ii) hereunder, including, but not limited to, a list of the predecessor Owners of all outstanding Receipts. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for promptly mail notice of its duties under Section 5.8 with respect appointment to the time before that dischargeOwners. A Notwithstanding the foregoing, any resignation or removal and appointment of a successor Depositary shall notify not relieve the Owners of prior depositary or the Issuer from its appointment as soon as practical after assuming the duties of Depositaryobligations and liabilities pursuant to Section 5.08. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by with at least 90 days’ days prior written notice of that such removal, to become effective upon the later latest of (ia) the 90th day after delivery of the notice to the Depositary and or (iib) the appointment grant of a such approvals as may be necessary to comply with applicable laws (including if applicable the approval of such successor depositary by the Polish Commission) and with the Statutes of the Company for the transfer of the Deposited Securities to such successor depositary and its (c) the acceptance of its such appointment as provided to act in this Sectionaccordance with the terms of the Deposit Agreement, by that successor depositary. If Upon the termination of the appointment or resignation of the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough and against payment of Manhattan, The City of New York. Every successor depositary shall execute all fees and deliver expenses due to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removalunder this Agreement, the Depositary, upon payment of all sums due it from the Company, Depositary shall deliver to its successor a register listing all the Owners depositary sufficient information and their respective holdings of outstanding American Depositary Shares records to enable such successor efficiently to perform its obligations under this Agreement and shall deliver and pay to such successor depositary all property and cash held by it under this Agreement. Upon the date when such termination of appointment or resignation takes effect, the Custodian shall be deemed to be the Custodian thereunder for such successor depositary and shall hold the Deposited Securities to or Property for such successor depositary, and the Depositary shall thereafter have no obligation hereunder other than liabilities accrued prior to the order termination of its successorappointment or resignation or liabilities stipulated in any relevant laws or regulations. When Whenever the Depositary has taken the actions specified in its discretion determines that it is in the preceding sentence (i) best interest of the Owners of Receipts to do so, it may appoint substitute or additional custodian or custodians. In the event of any merger, take-over, consolidation or other reorganization of The Bank of New York Mellon such that The Bank of New York Mellon ceases to exist and is replaced by a successor entity, such successor entity will be deemed at the date of such succession to have entered into an agreement with the Company in substantially the same terms as this Agreement and on the basis that the Company and such successor entity agree that the successor shall become the Depositary and shall have entity succeeds to all the outstanding rights and shall assume all the duties obligations of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 60 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares Warrants and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective upon on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take the actions contemplated in Section 6.2 hereof) and (ii) the appointment by the Company of a successor depositary and its acceptance of that such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this SectionSection 5.4. The effect In the event that notice of resignation if the appointment of a successor depositary is not appointed is provided for by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.26.2 hereof. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that such removal, to become which removal shall be effective upon on the later of (i) the 90th day after delivery of the notice thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof if a successor depositary has not been appointed), and (ii) the appointment by the Company of a successor depositary and its acceptance of its such appointment as provided in this Section. If hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary resigns hereunder or is in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due to it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all the Owners rights and their respective holdings powers of outstanding American Depositary Shares such predecessor hereunder (other than as contemplated in Sections 5.8 and shall 5.9 hereof), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further actact and, notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may assign or otherwise transfer all or any of its rights and benefits under this Deposit Agreement (including any cause of action arising in connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of Deutsche Bank AG.

Appears in 1 contract

Samples: Deposit Agreement

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. ​ ​ ​ The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.. ​

Appears in 1 contract

Samples: Deposit Agreement (Cloopen Group Holding LTD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary reasonably satisfactory to the Company and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ days prior written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary reasonably satisfactory to the Company and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best reasonable commercial efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or such successor and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the order Owners. Upon the effectiveness of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties resignation or removal of the Depositary under this Deposit Agreement Section 5.4, all duties and (ii) responsibilities of the predecessor depositary shall cease Company to be the Depositary and shall be discharged and released from all obligations the Depositary to the Company under this Deposit AgreementAgreement shall cease, except for its duties under that all indemnities, limitations of liability and payment obligations hereunder, including without limitation., those set forth in Section 5.8 with respect to the time before that discharge. A successor Depositary and 5.9 hereof, shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositaryremaining full force and effect. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares Securities and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Earlyworks Co., Ltd.)

Resignation and Removal of the Depositary. Appointment of --------------------------------------------------------- Successor Depositary. The Depositary may at any time resign as Depositary -------------------- hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary Depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice such removal delivered to the Depositary and (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 45 days after delivery of such notice, The City the resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositaryand such predecessor, upon payment of all sums due it from and on the written request of the Company, shall execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Owners Stock and their respective holdings of outstanding American Depositary Shares any moneys or property held hereunder to such successor, and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from Record Holders of all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that dischargeoutstanding Receipts. A Any successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties Record Holders of DepositaryReceipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted, or any corporation succeeding to all or substantially all of the corporate trust business of the Depositary, shall be the successor of the such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Omnipoint Corp \De\)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, Company such resignation to become take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionthe Deposit Agreement Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so it may appoint a substitute or additional custodian or custodians Promptly after any such registration discharge or appointment the Depositary shall give notice thereof in writing to all Owners 20. AMENDMENT The effect form of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be removed amended without the consent of the Owners or Beneficial Owners by agreement between the Company by 90 days’ prior written and the Depositary in any respect which they may deem necessary or desirable Any amendment which shall impose or increase any fees or charges other than taxes and other governmental charges registration fees cable telex or facsimile transmission costs delivery costs or other such expenses or which shall otherwise prejudice any substantial existing right of Owners of Receipts shall however not become effective as to outstanding Receipts until the expiration of thirty days after notice of that removal, such amendment pursuant to become effective upon the later of (i) the 90th day after delivery Section 705 of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and Agreement shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease been given to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming outstanding Receipts Every Owner and Beneficial Owner of a Receipt at the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated time any amendment so becomes effective shall be deemed by continuing to hold such Receipt to consent and agree to such amendment and to be bound by the successor of the Depositary without the execution or filing of any document or any further actDeposit Agreement as amended thereby 21.

Appears in 1 contract

Samples: ArcelorMittal

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement and a new "Chapter XXVI Agreement" among the Central Bank, the Company and such successor depositary. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. The Depositary agrees that it will, after the appointment of any successor depositary, continue to cooperate with the Company and such successor depositary to arrange for the execution of an amendment to or a replacement of the Foreign Exchange Contract. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ 120 days prior written notice of that such removal, to which shall become effective upon the later to occur of (i) the 90th 120th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the order of its successorOwners. When Upon the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties effectiveness of the Depositary under this Deposit Agreement and (ii) removal or the predecessor depositary shall cease to be resignation of the Depositary and Depositary, the Company shall be discharged and released from all obligations under this Deposit Agreement, to the removed or resigned depositary except for its duties obligations to such depositary under Section Sections 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositaryand 5.9 hereof. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Commercial International Bank Egypt S a E)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon Table of Contents payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Mizuho Financial Group Inc)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by at least thirty days' advance written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect hereinafter provided, or (ii) upon expiration of resignation if a 90 day period (commencing on the date that the resigning Depositary notifies the Company of its intent to resign) during which period a successor depositary is not appointed is provided for as contemplated in (i) of this Section (whereupon the Depositary shall be entitled to take actions as contemplated in Section 6.26.02). The Depositary may at any time be removed by the Company by 90 at least thirty days’ prior ' advance written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver such documents and instruments as may be reasonably requested by the Company in order to transfer to such successor all rights and powers of such predecessor hereunder (except as contemplated by Sections 5.08 and 5.09), shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor Holders of all outstanding Receipts. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryHolders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable commercial efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.that

Appears in 1 contract

Samples: Deposit Agreement (Motif Bio PLC)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 60 days written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of that appointment as provided in this SectionSection which appointment shall be on terms satisfactory to the Company in its sole discretion. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 60 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section, which appointment shall be on terms satisfactory to the Company in its sole discretion. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement with such amendments as may be agreed by the successor and the Company and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that dischargedischarge and without prejudice to any claims arising out of a prior breach of this Deposit Agreement by the Depositary. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2its sole discretion. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that such removal, to which shall become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of its such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Company in this Sectionits sole discretion. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights deliver to such successor a current and shall assume all the duties accurate list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts together with any materials, data or computer records reasonably necessary for such successor to perform its obligations hereunder. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Triunfo Holding & Investments)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become be effective upon on the earlier of (i) the 180th day after delivery thereof to the Company (the “Resignation Waiting Period”) (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02), or (ii) the appointment by the Company of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that such removal, to become which removal shall be effective upon on the later of (i) the 90th 180th day after delivery of the notice thereof to the Depositary and (the “Removal Waiting Period”), unless waived by the Depositary, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor (other than as contemplated in Sections 5.08 and 5.09); but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.08 and 5.09), shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor Holders of all outstanding ADSs. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly distribute notice of its appointment as soon as practical after assuming to the duties of DepositaryHolders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Kookmin Bank)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the CompanyIssuer, such resignation to become effective take effect on the earlier of (i) the 60th day after delivery thereof to the Issuer (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Issuer, be entitled to take the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment of a successor depositary and its acceptance of that such appointment as provided hereinafter provided, subject to the payment to the Depositary prior to such resignation of all amounts, fees, costs or expenses owed to the Depositary hereunder or in this Section. The effect of resignation if a successor depositary is not appointed is provided for accordance with any other agreements otherwise agreed in Section 6.2writing between the Issuer and the Depositary from time to time. The Depositary may at any time be removed by the Company Issuer by 90 days’ prior written notice of that removal, to become such removal effective upon on the later of (i) the 90th 60th day after delivery of the notice thereof to the Depositary and (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment of a successor depositary and its acceptance of its such appointment as provided in this Section. If hereinafter provided, subject to the payment to the Depositary resigns prior to such resignation of all amounts, fees, costs or is expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Issuer and the Depositary from time to time. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. The Issuer shall give notice to the Depositary of the appointment of a successor depositary not more than 60 days after delivery by the Depositary of written notice of resignation or by the Issuer of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Issuer in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due to it from and on the Companywritten request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect or (ii) termination by the Depositary pursuant to Section 6.02 of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ 60 days prior written notice of that such removal, to become effective upon the later of (i) the 90th 60th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Sthree PLC)

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal which notice shall be effective upon on the later earlier of (i) the 90th 60th day after delivery of the notice thereof to the Depositary and Depositary, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of its such appointment as provided in this Sectionthe Deposit Agreement. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, depositary which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder (other than as contemplated in the Owners Deposit Agreement), (ii) duly assign, transfer and their respective holdings of outstanding American Depositary Shares deliver all right, title and shall deliver interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (United Pan Europe Communications Nv)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Peninsula Energy LTD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its such successor depositary’s acceptance of that appointment as provided in this SectionSection 5.4. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 120 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its such successor depositary’s acceptance of its appointment as provided in this SectionSection 5.4. If the Depositary resigns or is removed, the Company shall use its best commercial reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in or around the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit AgreementXxxxxxx Xxxxxxxxx, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Criteo S.A.)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this SectionSection 5.4. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this SectionSection 5.4. If the Depositary resigns or is removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do so delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice such removal delivered to the Depositary and (ii) Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 60 days, The City the resigning Depositary may petition a court of New Yorkcompetent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder and agreeing to become a party to this Deposit Agreement, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositaryand such predecessor, upon payment of all sums due it from and on the written request of the Company, shall promptly execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Owners deposited PIERS and their respective holdings of outstanding American Depositary Shares any moneys or property held hereunder to such successor and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties a list of the Depositary under this Deposit Agreement and (ii) the predecessor record holders of all outstanding Receipts. Any successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties record holders of DepositaryReceipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (General Growth Properties Inc)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of that such appointment as hereinafter provided in this Section. The effect or (ii) termination by the Depositary pursuant to Section 6.02 of resignation if a successor depositary is not appointed is provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ days prior written notice of that such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Dai Nippon Printing Co LTD)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionhereinafter provided. The effect of resignation if If a successor depositary is not appointed is provided for and does not accept such appointment within 90 calendar days after the date of delivery of the Depositary resignation letter, the Depositary shall be entitled to take the actions contemplated in Section 6.26.02. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than the rights under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removalSections 5.08 and 5.09); but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Company shall as promptly as practicable execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than the rights under Sections 5.08 and 5.09), shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties as promptly as practicable deliver to such successor a list of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of all outstanding Receipts and such other information relating to the Receipts and the Owners thereof as the successor depositary may reasonably request. Any such successor depositary shall promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written delivering notice of its election so to do delivered so to the Company, such resignation to become effective take effect upon the appointment of a successor depositary Depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice such removal delivered to the Depositary and (ii) Depositary, such removal to take effect upon the appointment of a successor depositary hereunder and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company shall use its best efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, The City the resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositaryand such predecessor, upon payment of all sums due it from and on the written request of the Company, shall promptly execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Owners Stock and their respective holdings of outstanding American Depositary Shares any moneys or property held hereunder to such successor, and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the such successor shall become the Depositary and shall have all the rights and shall assume all the duties a list of the Depositary under this Deposit Agreement record holders of all outstanding Receipts and (ii) the predecessor depositary shall cease to be the Depositary such records, books and shall be discharged and released from all obligations under this Deposit Agreement, except for other information in its duties under Section 5.8 with respect to the time before that dischargepossession relating thereto. A Any successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties record holders of DepositaryReceipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Merrill Lynch Preferred Capital Trust V)

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in this Section. If the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act. The Depositary agrees to give written notice of any such merger or consolidation.

Appears in 1 contract

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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the CompanyIssuer, such resignation to become effective take effect upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Section. The effect of resignation if a successor depositary is not appointed is provided for in Section 6.2hereinafter provided. The Depositary may at any time be removed by the Company Issuer by 90 days’ days prior written notice of that such removal, to which shall become effective upon the later to occur of (i) the 90th day after delivery of the notice to the Depositary and or (ii) the appointment of a successor depositary and its acceptance of its such appointment as provided in this Sectionhereinafter provided. If In case at any time the Depositary resigns acting hereunder shall resign or is be removed, the Company Issuer shall use its best reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment under this Deposit Agreement. If hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the Depositary receives notice from the Company that a successor depositary has been appointed following rights, powers, duties and obligations of its resignation or removalpredecessor; but such predecessor, the Depositarynevertheless, upon payment of all sums due it from and on the Companywritten request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver to its successor a register listing all the Owners right, title and their respective holdings of outstanding American Depositary Shares and shall deliver interest in the Deposited Securities to or to the order of its such successor. When the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary , and shall have all the rights and shall assume all the duties deliver to such successor a list of the Depositary under this Deposit Agreement Owners of all outstanding Receipts and (ii) the such other books and records maintained by such predecessor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 agents with respect to functions the time before that dischargeDepositary is specifically required to perform as Depositary hereunder. A Such predecessor shall cooperate in good faith with the Issuer to permit such successor Depositary depositary to perform its obligations hereunder as soon as practicable following such successor depositary’s appointment hereunder. Any such successor depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming to the duties of DepositaryOwners. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

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

Resignation and Removal of the Depositary. Appointment of Successor Depositary, The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company, such resignation to become be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of that such appointment as provided in this Sectionthe Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The effect Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation if a successor depositary is not appointed is as provided for in Section 6.2the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become such removal which notice shall be effective upon on the later of (i) the 90th day after delivery of the notice thereof to the Depositary and Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of its such appointment as provided in this Section. If the Deposit Agreement save that, any amounts, fees, costs or expenses owed to the Depositary resigns under the Deposit Agreement or is in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, depositary which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment under this Deposit Agreementhereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. If the Depositary receives notice from the Company that a successor depositary has been appointed following its resignation or removal, the DepositaryThe predecessor depositary, upon payment of all sums due it from and on the written request of the Company, shall (i) execute and deliver an instrument transferring to its such successor a register listing all rights and powers of such predecessor hereunder (other than as contemplated in the Owners Deposit Agreement), (ii) duly assign, transfer and their respective holdings of outstanding American Depositary Shares deliver all right, title and shall deliver interest to the Deposited Securities to or such successor, and (iii) deliver to such successor a list of the order Holders of its successor. When the Depositary has taken the actions specified in the preceding sentence (i) all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor may reasonably request. Any such successor depositary shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners promptly mail notice of its appointment as soon as practical after assuming the duties of Depositaryto such Holders. Any corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Longtop Financial Technologies LTD)

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