Exhibit 4.5
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PNC BANK CORP.,
[NAME OF DEPOSITARY BANK], as Depositary,
and
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
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Deposit Agreement
relating to [insert designation]
Preferred Stock of PNC Bank Corp.
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Dated as of ,
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TABLE OF CONTENTS
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PARTIES . . . . . . . . . . . . . . . . . . . . . .
RECITALS. . . . . . . . . . . . . . . . . . . . . .
ARTICLE I
Definitions
Certificate . . . . . . . . . . . . . . . . . . . .
Depositary Shares . . . . . . . . . . . . . . . . .
Depositary's Agent. . . . . . . . . . . . . . . . .
Depositary's Office . . . . . . . . . . . . . . . .
Receipt . . . . . . . . . . . . . . . . . . . . . .
Record holder . . . . . . . . . . . . . . . . . . .
Registrar . . . . . . . . . . . . . . . . . . . . .
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
SECTION 2.01. Form and Transfer of Receipts . . . . . . . . . .
SECTION 2.02. Deposit of Preferred Stock;
Execution and Delivery of
Receipts in Respect Thereof. . . . . . . . . . .
SECTION 2.03. Redemption of Preferred Stock . . . .
SECTION 2.04. Registration of Transfer of
Receipts . . . . . . . . . . . . . . . . . . . .
SECTION 2.05. Split-ups and Combinations of
Receipts; Surrender of Receipts
and Withdrawal of Preferred
Stock. . . . . . . . . . . . . . . . . . . . . .
SECTION 2.06. Limitations on Execution and
Delivery, Transfer, Surrender and
Exchange of Receipts . . . . . . . . . . . . . .
SECTION 2.07. Lost Receipts, etc. . . . . . . . . . . . . . . .
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SECTION 2.08. Cancellation and Destruction of
Surrendered Receipts . . . . . . . . . . . . . .
[SECTION 2.09. Conversion of Preferred Stock. . . . . . . . . . .
ARTICLE III
Certain Obligations of Holders
of Receipts and the Company
SECTION 3.01. Filing Proofs, Certificates and
Other Information. . . . . . . . . . . . . . . .
SECTION 3.02. Payment of Taxes or Other
Governmental Charges . . . . . . . . . . . . . .
SECTION 3.03. Warranty as to Preferred Stock. . . . . . . . . . .
[SECTION 3.04. Covenants and Warranties as
to Common Stock] . . . . . . . . . . . . . . . .
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.01. Cash Distributions. . . . . . . . . . . . . . . . .
SECTION 4.02. Distributions Other Than Cash,
Rights, Preferences or
Privileges . . . . . . . . . . . . . . . . . . .
SECTION 4.03. Subscription Rights, Preferences
or Privileges. . . . . . . . . . . . . . . . . .
SECTION 4.04. Notice of Dividends, etc.; Fixing
of Record Date for Holders
of Receipts. . . . . . . . . . . . . . . . . . .
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SECTION 4.05. Voting Rights . . . . . . . . . . . . . . . .
SECTION 4.06. Changes Affecting Deposited
Securities and Reclassifications,
Recapitalizations, etc.. . . . . . . . . .
SECTION 4.07. Inspection of Reports . . . . . . . . . . . .
SECTION 4.08. Lists of Receipt Holders. . . . . . . . . . .
SECTION 4.09. Tax and Regulatory Compliance . . . . . . . .
SECTION 4.10. Withholding . . . . . . . . . . . . . . . . .
ARTICLE V
The Depositary, the Depositary's Agents,
the Registrar and the Company
SECTION 5.01. Maintenance of Offices,
Agencies and Transfer Books
by the Depositary; Registrar . . . . . . .
SECTION 5.02. Prevention of or Delay in
Performance by the Depositary,
the Depositary's Agents, the
Registrar or the Company . . . . . . . . .
SECTION 5.03. Obligations of the Depositary,
the Depositary's Agents, the
Registrar and the Company. . . . . . . . .
SECTION 5.04. Resignation and Removal of the
Depositary; Appointment of
Successor Depositary . . . . . . . . . . .
SECTION 5.05. Corporate Notices and Reports . . . . . . . .
SECTION 5.06. Indemnification by the Company . . . . . . .
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SECTION 5.07. Charges and Expenses. . . . . . . . .
ARTICLE VI
Amendment and Termination
SECTION 6.01. Amendment . . . . . . . . . . . . . .
SECTION 6.02. Termination . . . . . . . . . . . . .
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts. . . . . . . . . . . . .
SECTION 7.02. Exclusive Benefit of Parties. . . . .
SECTION 7.03. Invalidity of Provisions. . . . . . .
SECTION 7.04. Notices . . . . . . . . . . . . . . .
SECTION 7.05. Depositary's Agents . . . . . . . . .
SECTION 7.06. Holders of Receipts Are Parties . . .
SECTION 7.07. Governing Law . . . . . . . . . . . .
SECTION 7.08. Inspection of Agreement . . . . . . .
SECTION 7.09. Headings. . . . . . . . . . . . . . .
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . .
EXHIBIT A: Form of Depositary Receipt
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DEPOSIT AGREEMENT dated as of , , among PNC Bank Corp., a
Pennsylvania corporation (the "Company"), [NAME OF DEPOSITARY BANK], a
, as depositary (the "Depositary"), and the holders from time to time
of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this
Agreement, for the deposit of [insert designation of preferred shares], $1.00
par value (the "Preferred Stock") of the Company with the Depository for the
purposes set forth in this Agreement and for the issuance hereunder of Receipts
(as defined below) evidencing Depositary Shares (as defined below) in respect
of the Preferred Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A
hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Definitions
The following definitions shall for all purposes, unless otherwise
indicated or the context otherwise, apply to the respective terms used in this
Agreement:
"Certificate" shall mean the statement filed with the Department of
State of the Commonwealth of Pennsylvania establishing the Preferred Stock as a
series of preferred shares of the Company.
"Depositary Shares" shall mean Depositary Shares, each representing
[SPECIFY FRACTION] of a share of Preferred Stock and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.
"Depositary's Office" shall mean the principal office of the
depositary in [LOCATION], at which at any particular time its depositary
receipt business shall be administered.
"Receipt" shall mean one of the Depositary Receipts issued hereunder,
whether in definitive or temporary form.
"Record holder" as applied to a Receipt shall mean the person in whose
name a Receipt is registered on the books of the Depositary maintained for such
purpose.
"Registrar" shall mean any bank or trust company that shall be
appointed to register ownership and transfers of Receipts as herein provided.
ARTICLE II
Form of Receipts, Deposit of Preferred Stock,
Execution and Delivery, Transfer, Surrender and
Redemption of Receipts
SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall
be engraved or printed or lithographed on steel-engraved borders and shall be
substantially in the form set forth in Exhibit A hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company or any holder of Preferred Stock, as the case may be, delivered for
deposit in compliance with Section 2.02, shall execute and deliver temporary
Receipts which are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may
determine, as evidenced by their execution of such Receipts. If temporary
Receipts are issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of
definitive Receipts, the temporary Receipts shall be exchangeable for
definitive Receipts upon surrender of the temporary Receipts at an office
described in the second to last paragraph of Section 2.02, without charge to
the holder. Upon surrender for cancellation of any one or more temporary
Receipts, the Depositary shall execute and delivery in exchange therefor
definitive Receipts representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or Receipts. Such exchange
shall be made at the Company's expense and without
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any charge therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with
respect to the Preferred Stock deposited hereunder, as definitive Receipts.
Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are countersigned by
manual signature of a duly authorized officer of the Registrar. No Receipt
shall be entitled to any benefits under this Agreement or be valid or
obligatory for any purpose unless it shall have been executed manually by a
duly authorized officer of the Depositary or, if a Registrar for the Receipts
(other than the Depositary) shall have been appointed, by manual or facsimile
signature of a duly authorized officer of the Depositary and countersigned
manually by a duly authorized officer of such Registrar. The Depositary shall
record on its books each Receipt so signed and delivered as hereinafter
provided.
Except as the Depositary may otherwise determine, Receipts shall be in
denominations of any number of whole Depositary Shares.
Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of
this Agreement as may be required by the Depositary or required to comply with
any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Preferred Stock, the
Depositary Shares or the Receipts may be listed or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject.
Title to Depositary Shares evidenced by a Receipt that is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall
be transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such
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time as the absolute owner thereof for the purpose of determining the person
entitled to distributions of dividends or other distributions or to any notice
provided for in this Agreement and for all other purposes.
SECTION 2.02. Deposit of Preferred Stock; Execution and Delivery of
Receipts in Respect Thereof. Subject to the terms and conditions of this
Agreement, the Company or any holder of Preferred Stock may from time to time
deposit shares of Preferred Stock under this Agreement by delivery to the
Depositary of (i) a certificate or certificates for the shares of Preferred
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, (ii) all certifications as may be required by
the Depositary in accordance with the provisions of this Agreement, and (iii) a
written order of the Company or such holder, as the case may be, directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares representing such deposited shares of Preferred Stock.
Upon receipt by the Depositary of a certificate or certificates for
the shares of Preferred Stock deposited in accordance with the provisions of
this Section, together with the other documents required, and upon registration
of such shares of Preferred Stock on the books of the Company in the name of
the Depositary or its nominee, the Depositary, subject to the terms and
conditions of this Agreement, shall execute and deliver, to or upon the order
of the person or persons named in the written order delivered to the Depositary
referred to in the first paragraph of this Section, a Receipt or Receipts for
the number of Depositary Shares representing such shares of Preferred Stock and
registered in such name or names as may be requested by such person or persons.
Certificates in the name of the Depositary for the deposited shares of
Preferred Stock shall be held by the Depositary at the Depositary's Office or
at such other place or places as the Depositary shall determine.
The Depositary shall execute and deliver such Receipt or Receipts at
the Depositary's Office or such other offices, if any, as the Depositary may
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designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.
Other than in the case of splits, combinations or other
reclassifications affecting the Preferred Stock, or in the case of dividends or
other distributions of Preferred Stock, if any, there shall be deposited
hereunder not more than [NUMBER] shares of Preferred Stock.
SECTION 2.03. Redemption of Preferred Stock. Whenever the Company
shall elect to redeem shares of Preferred Stock deposited hereunder in
accordance with the provisions of the Certificate, if the Certificate provides
for such redemption, it shall (unless otherwise agreed in writing with the
Depositary) give the Depositary not less than 40 nor more than 70 days' notice
of the date of such proposed redemption of the Preferred Stock, which notice
shall be accompanied by a certificate from the Company stating that such
redemption of the Preferred Stock is in accordance with the provisions of the
Certificate. Such notice, if given more than 60 days prior to the redemption
date, shall be in addition to the notice required to be given for redemption
pursuant to the Certificate. On the date of such redemption, provided that the
Company shall then have paid in full to the Depositary the redemption price of
any deposited shares of Preferred Stock to be redeemed, plus any accrued and
unpaid dividends thereon, the Depositary shall redeem the number of Depositary
Shares representing such shares of Preferred Stock. The Depositary shall mail
notice of such redemption and the proposed simultaneous redemption of the
number of Depositary Shares representing the deposited shares of Preferred
Stock to be redeemed, first-class postage prepaid, not less than 30 and not
more than 60 days prior to the date fixed for redemption of such Preferred
Stock and Depositary Shares (the "Redemption Date"), to the record holders of
the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency
of the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the Depository Shares held by any such holder
are to be redeemed, the number of such
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Depositary Shares held by such holder to be so redeemed; (iii) the redemption
price; (iv) the place or places where Receipts evidencing Depositary Shares are
to be surrendered for payment of the redemption price; and (v) that dividends
in respect of the shares of Preferred Stock represented by the Depositary
Shares to be redeemed will cease to accumulate and that conversion rights, if
any, in respect thereof will terminate at the close of business on such
Redemption Date. In case less than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be so redeemed shall be selected by lot
or pro rata as may be determined by the Depositary to be equitable.
Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to redeem the
deposited shares of Preferred Stock to be redeemed by it as set forth in the
Company's notice provided for in the preceding paragraph) all dividends in
respect of the deposited shares of Preferred Stock so called for redemption
shall cease to accumulate, the Depositary Shares being redeemed from such
proceeds shall be deemed no longer to be outstanding, all rights of the holders
of Receipts evidencing such Depositary Shares (except the right to receive the
redemption price) shall, to the extent of such Depositary Shares cease and
terminate and, upon surrender in accordance with such notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
[SPECIFY FRACTION] of the redemption price per share paid in respect of the
redeemed deposited shares of Preferred Stock plus all money and other property,
if any, represented by such Depositary Shares, including all amounts paid by
the Company in respect of dividends which on the Redemption Date have
accumulated on the shares of Preferred Stock to be so redeemed and have not
theretofore been paid.
If less than all the Depositary Shares evidenced by a single Receipt
are called for redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the Depositary a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for
redemption, together with the redemption payment.
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SECTION 2.04. Registration of Transfer of Receipt. Subject to the
terms and conditions of this Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Preferred Stock. Upon surrender of a Receipt or
Receipts at the Depositary's Office or at such other offices as it may
designate for the purpose of effecting a split-up or combination of such
Receipt or Receipts, and subject to the terms and conditions of this Agreement,
the Depositary shall execute and deliver a new Receipt or Receipts in the
authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered.
Any holder of a Receipt or Receipts representing a whole number of
deposited shares of Preferred Stock may withdraw such shares of Preferred Stock
and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts at the Depositary's Office or at such other offices as
the Depositary may designate for such withdrawals. Thereafter, without
unreasonable delay, the Depositary shall deliver to such holder, or to the
person or persons designated by such holder as hereinafter provided the number
of shares of Preferred Stock and all money and other property, if any,
represented by the Receipt or Receipts so surrendered for withdrawal, but
holders of such shares of Preferred Stock will not thereafter be entitled to
deposit such shares of Preferred Stock hereunder or to receive Depositary
Shares therefor. If a Receipt delivered by the holder to the Depositary in
connection with such withdrawal shall evidence a number of Depositary Shares in
excess of the number of deposited Depositary Shares representing the number of
shares of Preferred Stock to be so withdrawn, the Depositary shall at the same
time, in addition to such number of shares of Preferred Stock and such money
and other property, if any, to be so withdrawn,
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deliver to such holder, or (subject to Section 2.03) upon his order, a new
Receipt evidencing such excess number of Depositary Shares. Delivery of the
shares of Preferred Stock and money and other property being withdrawn may be
made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate.
If the shares of Preferred Stock and the money and other property, if
any, being withdrawn are to be delivered to a person or persons other than the
record holder of the Receipt or Receipts being surrendered for withdrawal of
the Preferred Stock, such holder shall execute and deliver to the Depositary a
written order so directing the Depositary and the Depositary may require that
the Receipt or Receipts surrendered by such holder for withdrawal of such
shares of Preferred Stock be appropriately endorsed or accompanied by a
properly executed instrument of transfer.
Delivery of the shares of Preferred Stock and the money and other
property, if any, represented by Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the request,
risk and expense of the holder surrendering such Receipt or Receipts and for
the account of the holder thereof, such delivery may be made at such other
place as may be designated by such holder.
SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Agreement.
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The deposit of shares of Preferred Stock may be reused, the delivery
of Receipts against Preferred Stock may be suspended, the registration of
transfer of Receipts may be refused and the registration of transfer, surrender
or exchange of outstanding Receipts may be suspended (i) during any period when
the register of shareholders of the Company is closed or (ii) if any such
action is deemed necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission
or under any provisions of this Agreement.
SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or less or theft of such Receipt, of the authenticity thereof and
of his or her ownership thereof, and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.
SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so cancelled.
[SECTION 2.09. Conversion of Preferred Stock. The Company hereby
agrees to accept the delivery of Receipts for purposes of effecting conversions
of the Preferred Stock utilizing the same procedures as those provided for
delivery of certificates for the Preferred Stock to effect such conversions in
accordance with the terms and conditions of the Preferred Stock as provided in
the Certificate. If the Depositary Shares represented by a Receipt are to be
converted in part only, a new Receipt or Receipts will be issued by the
Depositary for the Depositary Shares not to be converted. For this purpose, a
holder of a Receipt or Receipts must surrender such Receipt or Receipts to the
Company, in care of the Depositary at its Office together with a duly completed
and executed notice
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of conversion. In all cases the foregoing shall be conditioned upon compliance
in full by the holders with the terms and conditions of the Preferred Stock as
provided in the Certificate and of this Deposit Agreement. The Company and the
Depositary will thereafter effect the cancellation of each Receipt surrendered
for such conversion and of the related Preferred Stock so converted and any
certificate(s) therefor.]
ARTICLE III
Certain Obligations of Holders
of Receipts and the Company
SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the
Company may reasonably deem necessary or proper. The Depositary or the Company
may withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Shares of Preferred Stock
represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made.
SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders
of Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of shares of Preferred Stock and all money or
other property, if any, represented by the Depositary Shares evidenced by such
Receipt may be refused until any such payment due is made, and any dividends,
interest payments or other distributions may be withheld or any part of or all
the shares of Preferred Stock or other property represented by the Depositary
Shares evidenced by such Receipt and not theretofore sold may be sold for the
account of the holder thereof (after attempting by reasonable means
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to notify such holder prior to such sale), and such dividends, interest
payments or other distributions or the proceeds of any such sale may be applied
to any payment of such charges or expenses, the holder of such Receipt
remaining liable for any deficiency.
SECTION 3.03. Warranty as to Preferred Stock. The Company hereby
represents and warrants that the shares of Preferred Stock, when issued, will
be validly issued, fully paid and nonassessable. Such representation and
warranty shall survive the deposit of any shares of Preferred Stock and the
issuance of Receipts.
[SECTION 3.04. Covenants and Warranties as to Common Stock. The
Company covenants that it will keep reserved or otherwise available a
sufficient number of authorized and unissued shares of Common Stock to meet
conversion requirements in respect of the Preferred Stock and that it will give
written notice to the Depositary of any adjustments in the conversion price as
set forth in the Certificate. The Company represents and warrants that the
Common Stock issued upon conversion of Preferred Stock will be validly issued,
fully paid and nonassessable.]
ARTICLE IV
The Deposited Securities; Notices
SECTION 4.01. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on deposited shares of
Preferred Stock, the Depositary shall, subject to Sections 3.01 and 3.02,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.04 such amounts of such dividend or distribution as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case
the Company or the Depositary shall be required to withhold and shall withhold
from any cash dividend or other cash distribution in respect of the Preferred
Stock an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly.
The Depositary shall distribute or make available for distribution, as the case
may be,
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only such amount, however, as can be distributed without attributing to any
holder of Depositary Shares a fraction of one cent, and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received
by the Depositary for distribution to record holders of Receipts then
outstanding.
SECTION 4.02. Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon deposited shares of Preferred
Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to
record holders of Receipts on the record date fixed pursuant to Section 4.04
such amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any manner that the Receipts
held by such holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes) the Depositary deems,
after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to
Sections 3.01 and 3.02, be distributed or made available for distribution, as
the case may be, by the Depositary to record holders of Receipts as provided by
Section 4.01 in the case of a distribution received in cash. The Company shall
not make any distribution of such securities unless the Company shall have
provided an opinion of counsel stating that such securities have been
registered under the Securities Act of 1933 or do not need to be registered.
SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names the shares of Preferred Stock are recorded on the books of the Company
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any rights, preferences or privileges to subscribe for or to purchase any
securities or any rights, preferences or privileges of any other nature, such
rights, preferences or privileges shall in each such instance be made available
by the Depositary to the record holders of Receipts in such manner as the
Depositary may determine, either by the issue to such record holders of
warrants representing such rights, preferences or privileges or by such other
method as may be approved by the Depositary in its discretion with the approval
of the Company; provided, however, that (i) if at the time of issue or offer of
any such rights, preferences or privileges the Depositary determines that it is
not lawful or (after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of Receipts by the issue
of warrants or otherwise, or (ii) if and to the extent so instructed by holders
of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not
feasible to make such rights, preferences or privileges available), may, if
applicable laws and the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private
sale, at such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be
distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.01 in the case of a distribution received in
cash. The Company shall not make any distribution of any such rights,
preferences or privilege unless the Company shall have provided an opinion of
counsel stating that such rights, preferences or privileges have been
registered under the Securities Act of 1933 or do not need to be registered.
If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that
it will file promptly a registration statement pursuant to such Act with
respect to such rights, preferences or privileges and securities and use its
best efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the expiration of such
rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges. In no event shall
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the Depositary make available to the holders of Receipts any right, preference
or privilege to subscribe for or to purchase any securities unless and until
such a registration statement shall have become effective, or unless the
offering and sale of such securities to such holders are exempt from
registration under the provisions of such Act.
If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to
holders of Receipts, the Company agrees with the Depositary that the Company
will use its best efforts to take such action or obtain such authorization,
consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges.
SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect to
the Preferred Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of shares of Preferred Stock are entitled to vote or
of which holders of shares of Preferred Stock are entitled to notice, or
whenever the Depositary and the Company shall decide it is appropriate, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Preferred
Stock) for the determination of the holders of Receipts who shall be entitled
to receive such dividend, distribution, rights, preferences or privileges or
the net proceeds of the sale thereof, or to give instructions for the exercise
of voting rights at any such meeting, or who shall be entitled to notice of
such meeting or for any other appropriate reasons.
SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of shares of Preferred Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the record holders
of Receipts a notice which shall contain (i) such information as is contained
in such notice of meeting and (ii) a statement that the holders may, subject to
any
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applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the number of shares of Preferred Stock represented
by their respective Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a discretionary proxy to a
person designated by the Company) and a brief statement as to the manner in
which such instructions may be given. Upon the written request of the holders
of Receipts on the relevant record date, the Depositary shall endeavor insofar
as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum whole number of shares of
Preferred Stock represented by the Depositary Shares evidenced by all Receipts
as to which any particular voting instructions are received. The Company hereby
agrees to take all action which may be deemed necessary by the Depositary in
order to enable the Depositary to vote such shares of Preferred Stock or cause
such shares of Preferred Stock to be voted. In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from
voting (but, at its discretion, not from appearing at any meeting with respect
to such shares of Preferred Stock unless directed to the contrary by the
holders of all the Receipts) to the extent of the number of shares of Preferred
Stock represented by the Depositary Shares evidenced by such Receipt.
SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Preferred
Stock, or upon any recapitalization, reorganization, merger, amalgamation or
consolidation affecting the Company or to which it is a party, the Depositary
may in its discretion with the approval of, and shall upon the instructions of,
the Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of any interest represented by one Depositary Share in one share of
Preferred Stock, and (y) the ratio of the redemption price per Depositary Share
to the redemption price per share of Preferred Stock, in each case as may be
necessary fully to reflect the effects of such changes in par or stated value,
split-up, combination or other reclassification of the Preferred Stock, or of
such recapitalization, reorganization, merger, amalgamation or consolidation,
and (ii) treat any securities which shall be received by the Depositary in
exchange for or upon
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conversion of or in respect of deposited shares of Preferred Stock as new
deposited securities so received in exchange for or upon conversion or in
respect of such shares of Preferred Stock. In any such case the Depositary may
in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, holders of
Receipts shall have the right from and after the effective date of any such
changing par or stated value, split-up, combination or other reclassification
of the Preferred Stock or any such recapitalization, reorganization, merger,
amalgamation or consolidation to surrender such Receipts to the Depositary with
instructions to convert, exchange or surrender the shares of Preferred Stock
represented thereby only into or for, as the case may be, the kind and amount
of shares of Preferred Stock and other securities and property and cash into
which the Preferred Stock represented by such Receipts might have been
converted or for which such Preferred Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction.
SECTION 4.07. Inspection of Reports. The Depository shall make
available for inspection by holders of Receipts at the Depositary's Office, and
at such other places as it may from time to time deem advisable, any reports
and communications received from the Company which are received by the
Depositary as the holder of Preferred Stock.
SECTION 4.08. Lists of Receipt Holders. Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary.
SECTION 4.09. Tax and Regulatory Compliance. The Depositary shall be
responsible for (i) preparation and mailing of form 1099s (or successor forms)
for all open and closed accounts, (ii) foreign tax withholding, (iii)
withholding of tax on dividends payable to eligible holders of Receipts, (iv)
mailing W-9 forms (or successor forms) to new holders of Receipts without a
certified taxpayer identification number, (v) processing certified W-9 forms
(or
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successor forms), (vi) preparation and filing of state information returns, and
(vii) escheatment services.
SECTION 4.10. Withholding. Notwithstanding any other provision of this
Deposit Agreement, in the event that the Depositary determines that any
distribution in property is subject to any tax that the Depositary is obligated
to withhold, the Depositary may, after consultation with the Company, dispose
of all or a portion of such property in such amounts and in such manner as the
Depositary deems necessary and practicable to pay such taxes, by public or
private sale at such place or places and upon such terms as it shall deem
proper after consultation with the Company, and the Depositary shall distribute
the net proceeds of any such sale or the balance of any such property after
deduction of such taxes to the holders of Receipts entitled thereto in
proportion to the number of Depositary Shares held by them respectively.
ARTICLE V
The Depositary, the Depositary's Agents,
the Registrar and the Company
SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Upon execution of this Agreement, the Depositary
shall maintain at the Depositary's Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Agreement.
The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of
Receipts; provided, however, that any such holder requesting to exercise such
right shall certify to the Depositary that such inspection shall be for a
proper purpose reasonably related
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to such person's interests as an owner of Depositary Shares evidenced by
Receipts.
The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.
If the Receipts or the Depositary Shares evidenced thereby or the
Preferred Stock represented by such Depositary Shares shall be listed on the
New York Stock Exchange, the Depositary may, with the approval of the Company,
appoint a Registrar for registration of such Receipts or Depositary Shares in
accordance with any requirements of such Exchange. Such Registrar (which may be
the Depositary if so permitted by the requirements of such Exchange) may be
removed and a substituted registrar appointed by the Depositary upon the
request or with the approval of the Company. If the Receipts, the Depositary
Shares or the Preferred Stock shall be listed on one or more other stock
exchanges, the Depositary will, at the request of the Company, arrange such
facilities for the delivery, registration, registration of transfer, surrender
and exchange of the Receipts, the Depositary Shares or the Preferred Stock as
may be required by law or applicable stock exchange regulation.
SECTION 5.02. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of a Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or the Registrar, by reason of any
provision, present or future, of the Company's Articles of Incorporation
(including the Certificate) or by reason of any act of God or war or other
circumstance beyond the control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented or
forbidden from, or subjected to any penalty on account of, doing or performing
any act or thing which the terms of this Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent, any Registrar or
the Company incur any liability to any
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holder of a Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this
Deposit Agreement provide shall or may be done or performed or (ii) by reason
of any exercise of, or failure to exercise, any discretion provided for in this
Agreement except, in case of any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the negligence or willful
misconduct of the party charged with such exercise or failure to exercise.
SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company. Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company assumes any obligation or shall be
subject to any liability under this Agreement to holders of Receipts other than
for its negligence or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be under any obligation under this Agreement to appear
in, prosecute or defend any action, suit or other proceeding in respect of
deposited shares of Preferred Stock, the Depositary Shares or the Receipts that
in its opinion may involve it in expense or liability unless indemnity
satisfactory to it against all expense and liability be furnished as often as
may be required.
Neither the Depositary nor any Depositary's Agent nor any Registrar
nor the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or
information from any person presenting shares of Preferred Stock for deposit,
any holder of a Receipt or any other person believed by it in good faith to be
competent to give such information. The Depositary, any Depositary's Agent, any
Registrar and the Company may each rely and shall each be protected in acting
upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.
Notwithstanding the first paragraph of this Section, the Depositary
shall not be responsible for any failure to carry out any instruction to vote
any of the deposited shares of Preferred Stock or for the manner or effect of
any such vote made, as long as any such action or nonaction is in good faith or
in accordance
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with this Agreement. The Depositary undertakes, and any Registrar shall be
required to undertake, to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants or
obligations shall be read into this Deposit Agreement against the Depositary or
any Registrar. The Depositary will indemnify the Company against any liability
that may arise out of acts performed or omitted by the Depositary or its agents
due to its or their negligence or bad faith. The Depositary, the Depositary's
Agents and any Registrar may own and deal in any class of securities of the
Company and its affiliates and Receipts. The Depositary may also act as
transfer agent or registrar of any of the securities of the Company and its
affiliates.
SECTION 5.04. Resignation and Removal of the Depositary; Appointment
of Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.
The Depository may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be
removed, the Company 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 its principal office in the
United States of America 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
resigning or removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and delivery 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
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Depositary under this Agreement, and such predecessor, upon payment of all sums
due it and on the written 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 Preferred Stock and any moneys or property held hereunder
to such successor, and shall deliver to such successor a list of the record
holders of all outstanding Receipts. Any successor Depositary shall promptly
mail notice of its appointment to the record holders of Receipts.
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of 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.
Section 5.05. Corporate Notices and Reports. The Company agrees that
it will transmit to the record holders of Receipts, in each case at the
addresses furnished to it pursuant to Section 4.08, all notices and reports
(including without limitation financial statements) required by law, by the
rules of any national securities exchange upon which the Preferred Stock, the
Depositary Shares or the Receipts are listed or by the Company's Articles of
Incorporation (including the Certificate) to be furnished by the Company to
holders of shares of Preferred Stock. Such transmission will be at the
Company's expense.
SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
costs and expenses of defending itself) that may arise out of (i) acts
performed or omitted in connection with this Deposit Agreement and the Receipts
(a) by the Depositary, any Registrar or any of their respective agents
(including any Depositary's Agent), except for any liability arising out of
negligence or bad faith on the respective parts of any such person or persons,
or (b) by the Company or any of its agents, or (ii) the offer, sale or
registration of the Receipts or the
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Preferred Stock pursuant to the provisions hereof. The obligations of the
Company set forth in this Section 5.06 shall survive any succession of any
Depositary, Registrar or Depositary's Agent.
SECTION 5.07. Charges and Expenses. The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. The Company shall pay all charges of the
Depositary in connection with the initial deposit of the Preferred Stock and
the initial issuance of the Depositary Shares, redemption of the Preferred
Stock at the option of the Company and all withdrawals of shares of the
Preferred Stock by owners of Depositary Shares. All other transfer and other
taxes and governmental charges shall be at the expense of holders of Depositary
Shares. If, at the request of a holder of Receipts, the Depositary incurs
charges or expenses for which it is not otherwise liable hereunder, such holder
will be liable for such charges and expenses. All other charges and expenses of
the Depositary and any Depositary's Agent hereunder and of any Registrar
(including, in each case, fees and expenses of counsel) incident to the
performance of their respective obligations hereunder will be paid upon
consultation and agreement between the Depositary and the Company as to the
amount and nature of such charges and expenses. The Depositary shall present
its statement for charges and expenses to the Company once every three months
or at such other intervals as the Company and the Depositary may agree.
ARTICLE VI
Amendment and Termination
SECTION 6.01. Amendment. The form of the Receipts and any provisions
of this Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent (as
hereinafter defined), which shall go into effect not sooner than three months
after notice thereof to the holders of the Receipts) that shall materially and
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adversely alter the rights of the holders of Receipts shall be effective unless
such amendment shall have been approved by the holders of at least a majority
of the Depositary Shares then outstanding. Every holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by this Agreement as amended thereby.
SECTION 6.02. Termination. This Agreement may be terminated by the
Company or the Depositary only after (i) all outstanding Depositary Shares
shall have been redeemed pursuant to Section 2.03 or (ii) there shall have been
made a final distribution in respect of the Preferred Stock in connection with
any liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Depositary Shares pursuant to
Section 4.01 or Section 4.02, as applicable.
Upon the termination of this Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07. The Depositary's indemnity under Section 5.03 shall
survive the termination of this Agreement and the resignation or removal of
such Depositary.
ARTICLE VII
Miscellaneous
SECTION 7.01. Counterparts. This Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.
SECTION 7.02. Exclusive Benefit of Parties. This Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.
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SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.
SECTION 7.04. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to the Company at One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, Pennsylvania 15222 to the attention of the Secretary, or at
any other address of which the Company shall have notified the Depositary in
writing.
Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office, at [ADDRESS OF
DEPOSITARY], or at any other address of which the Depositary shall have
notified the Company in writing.
Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary, or if such holder
shall have filed with the Depositary a written request that notices intended
for such holder be mailed to some other address, at the address designated in
such request.
Delivery of a notice sent by mail or by telegram or telex shall be
deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a telegram or telex message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or telex message received by it
from the other or from any holder of a Receipt, notwithstanding that such
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telegram or telex message shall not subsequently be confirmed by letter or as
aforesaid.
SECTION 7.05. Depositary's Agents. The Depositary may from time to
time appoint Depositary's Agents to act in any respect for the Depositary for
the purposes of this Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action.
SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts
from time to time shall be parties to this Agreement and shall be bound by all
of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.
SECTION 7.07. Governing Law. This Agreement and the Receipts and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania.
SECTION 7.08. Inspection of Agreement. Copies of this Agreement shall
be filed with the Depositary and the Depositary's Agents and shall be open to
inspection during business hours at the Depositary's Office and the respective
offices of the Depositary's Agents, if any, by an holder of a Receipt.
SECTION 7.09. Headings. The headings of articles and sections in this
Agreement and in the form of the Receipt set forth in Exhibit A hereto have
been inserted for convenience only and are not to be regarded as a part of this
Agreement or the Receipts or have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.
IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all
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holders of Receipts shall become parties hereto by and upon acceptance by them
of delivery of Receipts issued in accordance with the terms hereof.
PNC Bank Corp.
Attested by By _______________________
___________________
[SEAL]
[NAME OF DEPOSITARY], as
Depositary
Attested by By _______________________
___________________]
[SEAL]
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