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S & S DRAFT
6/24/94
EXHIBIT 4.10
______________________________________________________________________________
___________________________________
DEPOSIT AGREEMENT
___________________________________
Dated as of________________________, 19____
among
THE DIAL CORP
and
[NAME OF DEPOSITARY], as Depositary
and
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
_______________________________________________________________________________
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TABLE OF CONTENTS
Page
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE I
DEFINITIONS
SECTION 1.01. "Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. "Certificate of Designations" . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.03. "Certificate of Incorporation". . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.04. "Common Stock". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.05. "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.06. "Corporate Office". . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.07. "Deposit Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.08. "Depositary". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.09. "Depositary Share" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.10. "Holder". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.11. "Preferred Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.12. "Receipt" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.13. "Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.14. "Securities Act". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.01. Form and Transferability of Receipts. . . . . . . . . . . . . . . . . . . 3
SECTION 2.02. Deposit of Preferred Stock; Execution and
Delivery of Receipts in Respect Thereof . . . . . . . . . . . . . 4
SECTION 2.03. Optional Redemption of Preferred Stock. . . . . . . . . . . . . . . . . . 5
SECTION 2.04. Transfers of Receipts.. . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.05. Combinations and Split-ups of Receipts. . . . . . . . . . . . . . . . . . 7
SECTION 2.06. Surrender of Receipts and Withdrawal of Preferred Stock . . . . . . . . . 7
SECTION 2.07. Limitations on Execution and Delivery, Transfer, Split-up,
Combination, Surrender and Exchange of Receipts. . . . . . . . . . 8
SECTION 2.08. Lost Receipts, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.09. Cancellation and Destruction of Surrendered Receipts. . . . . . . . . . . 9
SECTION 2.10. Conversion or Exchange of Preferred Stock into Common
Stock or Other Securities. . . . . . . . . . . . . . . . . . . . . 9
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ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.01. Filing Proofs, Certificates and Other Information . . . . . . . . . . . . 13
SECTION 3.02. Payment of Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.03. Representations and Warranties as to Preferred Stock. . . . . . . . . . . 13
SECTION 3.04. Representation and Warranty as to Receipts. . . . . . . . . . . . . . . . 14
SECTION 3.05. Covenants and Representation and Warranty as to Common Stock. . . . . . . 14
ARTICLE IV
THE PREFERRED STOCK; NOTICES
SECTION 4.01. Cash Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.02. Distributions Other than Cash . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.03. Subscription Rights, Preferences or Privileges. . . . . . . . . . . . . . 15
SECTION 4.04. Notice of Dividends; Fixing of Record Date for
Holders of Receipts. . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.05. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.06. Changes Affecting Preferred Stock and
Reclassifications, Recapitalizations, etc. . . . . . . . . . . . . 17
SECTION 4.07. Inspection of Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.08. Lists of Receipt Holders. . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.09. Tax and Regulatory Compliance . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.10. Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V
THE DEPOSITARY AND THE COMPANY
SECTION 5.01. Maintenance of Offices, Agencies and
Transfer Books by the Depositary and the Registrar . . . . . . . . 18
SECTION 5.02. Prevention or Delay in Performance by the Depositary,
Any Agent, the Registrar or the Company. . . . . . . . . . . . . . 19
SECTION 5.03. Obligations of the Depositary, Any Agent,
the Registrar and the Company. . . . . . . . . . . . . . . . . . . 19
SECTION 5.04. Resignation and Removal of the Depositary;
Appointment of Successor Depositary. . . . . . . . . . . . . . . . 21
SECTION 5.05. Corporate Notices and Reports . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.06. Indemnification by the Company. . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.07. Fees, Charges and Expenses. . . . . . . . . . . . . . . . . . . . . . . . 22
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ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.02. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 7.02. Exclusive Benefits of Parties . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.03. Invalidity of Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.04. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.05. Holders of Receipts Are Parties . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.07. Inspection of Deposit Agreement and Certificate of
Designations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.08. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
EXHIBIT A Form of Receipt
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DEPOSIT AGREEMENT
DEPOSIT AGREEMENT, dated as of ________________________, 19___,
among THE DIAL CORP, a Delaware corporation, [NAME OF BANK], [_____________],
as Depositary, and all Holders from time to time of the Receipts issued
hereunder (as hereinafter defined).
WITNESSETH:
WHEREAS, it is desired to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit by the Company of shares of the
Company's Preferred Stock (as hereinafter defined) with the Depositary for the
purposes set forth in this Deposit Agreement and for the issuance hereunder of
the Receipts evidencing Depositary Shares representing an interest in the
Preferred Stock deposited; and
WHEREAS, the Receipts are to be substantially in the form of
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises contained
herein, it is agreed by and among the parties hereto as follows:
ARTICLE I
DEFINITIONS
The following definitions shall apply to the respective terms
(in the singular and plural forms of such terms) used in this Deposit Agreement
and the Receipts:
SECTION 1.01. "Agent" shall mean any agent of the Depositary
appointed by the Depositary from time to time to act in any respect for the
Depositary for purposes of this Deposit Agreement and the appointment of which
may be modified or terminated by the Depositary. The Depositary will notify
the Company of any such action.
SECTION 1.02. "Certificate of Designations" shall mean the
Certificate of Designations filed with the Secretary of State of the State of
Delaware establishing the Preferred Stock as a series of Preferred Stock.
SECTION 1.03. "Certificate of Incorporation" shall mean the
Certificate of Incorporation, as amended and/or restated from time to time, of
the Company.
SECTION 1.04. "Common Stock" shall mean shares of the Company's
common stock, $1.50 par value per share.
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SECTION 1.05. "Company" shall mean THE DIAL CORP, a Delaware
corporation, and its successors.
SECTION 1.06. "Corporate Office" shall mean the corporate
office of the Depositary in the Borough of Manhattan, The City of New York, at
which at any particular time its business in respect of matters governed by
this Deposit Agreement shall be administered, which at the date of this Deposit
Agreement is located at , New York, New York .
SECTION 1.07. "Deposit Agreement" shall mean this agreement, as
the same may be amended, modified or supplemented from time to time.
SECTION 1.08. "Depositary" shall mean [NAME OF BANK], a company
having its principal office in the United States and having a combined capital
and surplus of at least $50,000,000, and any successor as depositary hereunder.
SECTION 1.09. "Depositary Share" shall mean an interest in one
[SPECIFY FRACTION] of a share of Preferred Stock deposited by the Company with
the Depositary hereunder and the same proportionate interest in any and all
other property received by the Depositary in respect of such share of Preferred
Stock and held under this Deposit Agreement, all as evidenced by the Receipts
issued hereunder. Subject to the terms of this Deposit Agreement, each owner
of a Depositary Share is entitled, proportionately, to all the rights,
preferences and privileges of the Preferred Stock represented by such
Depositary Share, including any and all dividend, voting, redemption,
conversion, exchange and liquidation rights provided for in the Certificate of
Designations.
SECTION 1.10. "Holder", as applied to a Receipt, shall mean the
person in whose name an outstanding Receipt is registered on the books
maintained by the Depositary for such purpose, and such person's successors.
SECTION 1.11. "Preferred Stock" shall mean shares of the
Company's Preferred Stock[, Series ], as specified in the Certificate
of Designations, $0.01 par value per share.
SECTION 1.12. "Receipt" shall mean a depositary receipt issued
hereunder to evidence one or more Depositary Shares, whether in definitive or
temporary form, substantially in the form set forth as Exhibit A hereto.
SECTION 1.13. "Registrar" shall mean any bank or trust company
appointed to register ownership and transfers of Receipts as herein provided.
SECTION 1.14 "Securities Act" shall mean the Securities Act of
1933, as amended.
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ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.01. Form and Transferability of Receipts.
_____________________________________
Definitive Receipts shall be engraved, printed or lithographed, with steel-
engraved borders and underlying tint, and shall be substantially in the form
set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided.
Pending the preparation of definitive Receipts, the Depositary, upon the
written order of the Company, delivered in compliance with Section 2.02,
shall execute and deliver temporary Receipts, which may be printed,
lithographed, typewritten, reproduced 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 the Corporate
Office or such other office or offices, if any, as the Depositary may
designate, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of
Depositary Shares represented by the surrendered temporary Receipt or Receipts.
Such exchange shall be made at the Company's expense and without 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, as definitive Receipts.
Receipts shall be executed by the Depositary by the manual
signature of a duly authorized signatory of the Depositary, provided that such
signature may be a facsimile if a Registrar (other than the Depositary) shall
have countersigned the Receipts by manual signature of a duly authorized
signatory of the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purpose unless it
shall have been executed as provided in the preceding sentence. The Depositary
shall record on its books each Receipt executed as provided above and delivered
as hereinafter provided.
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Except as the Depositary may otherwise determine, Receipts shall
be in denominations of any number of whole Depositary Shares. All Receipts
shall be dated the date of their issuance.
Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulation 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 any Receipt (and to the Depositary Shares evidenced by
such Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer or endorsement shall be transferable by delivery with
the same effect as in the case of a negotiable instrument; provided, however,
that until a Receipt shall be transferred on the books of the Depositary as
provided in Section 2.04, the Depositary may, notwithstanding any notice to the
contrary, treat the Holder thereof at such time as the absolute owner thereof
for the purpose of determining the person entitled to receive dividends and
other distributions and notices provided for in this Deposit 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 Deposit Agreement,
the Company may from time to time deposit Preferred Stock under
this Deposit Agreement by delivery to the Depositary of a certificate
or certificates for the 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,
together with (i) all such certifications as may be required by the Depositary
in accordance with the provisions of this Deposit Agreement and (ii) a written
order of the Company 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
Preferred Stock.
Upon receipt by the Depositary of a certificate or certificates
for Preferred Stock to be deposited hereunder, together with the other
documents specified above, the Depositary shall, as soon as transfer and
registration can be accomplished, present such certificate or certificates to
the registrar and transfer agent of the Preferred Stock for transfer and
registration in the name of the Depositary or its nominee of the Preferred
Stock being deposited. Deposited Preferred Stock shall be held by the
Depositary in an account to be established by the Depositary at the Corporate
Office or at such other office as the Depositary shall determine.
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Upon receipt by the Depositary of a certificate or certificates
for Preferred Stock to be deposited hereunder, together with the other
documents specified above, and upon registration of the 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 Deposit 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 2.02, a Receipt or Receipts for the number of whole
Depositary Shares representing the Preferred Stock so deposited, registered in
such name or names as may be requested by such person or persons. The
Depositary shall execute and deliver such Receipt or Receipts at the Corporate
Office, except that, at the request, risk and expense of any person requesting
such delivery, such delivery may be made at such other place as may be
designated by such person. In each case, delivery will be made only upon
payment to the Depositary of all taxes and other governmental charges and any
fees payable in connection with such deposit and the transfer of the deposited
Preferred Stock.
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 the number of shares constituting the Preferred Stock
as set forth in the Certificate of Designations, as it may be amended.
The Company shall deliver to the Depositary from time to time
such quantities of Receipts as the Depositary may request to enable the
Depositary to perform its obligations under this Deposit Agreement.
SECTION 2.03. Optional Redemption of Preferred Stock.
_______________________________________
If the Certificate of Designations provides for redemption of the Preferred
Stock at the option of the Company, the Company (unless otherwise agreed
in writing with the Depositary), whenever it elects to redeem shares
of Preferred Stock, shall give the Depositary not less than 45 days'
prior written notice of the date of such proposed redemption and of
the number of shares of Preferred Stock held by the Depositary to be
redeemed and the applicable redemption price, as set forth in the Certificate
of Designations, including the amount, if any, of accrued and unpaid dividends
to the date of such redemption. Provided that the Company shall have
paid such redemption price in full to the Depositary on or prior to
the date of such redemption, the Depositary shall redeem (using the proceeds of
such redemption) the number of Depositary Shares representing such Preferred
Stock so redeemed by the Company. The Depositary shall mail, first-class
postage prepaid, notice of the redemption of Preferred Stock and the proposed
simultaneous redemption of the Depositary Shares representing the Preferred
Stock to be redeemed, not less than 30 nor more than 60 days prior to the date
fixed for redemption of such Preferred Stock and Depositary Shares (the
"redemption date"), to the Holders on the record date fixed for such
redemption, pursuant to Section 4.04 hereof, of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such
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Holders as the same 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 shall affect the sufficiency of the redemption as to other Holders.
The Company shall provide the Depositary with such notice, and each such notice
shall state: (i) the record date for the purposes of such redemption; (ii) the
redemption date; (iii) the number of Depositary Shares to be redeemed; (iv) if
fewer than all the Depositary Shares held by any Holder are to be redeemed, the
number of such Depositary Shares held by such Holder to be so redeemed; (v)
the redemption price; (vi) the place or places where Receipts evidencing
Depositary Shares to be redeemed are to be surrendered for payment of the
redemption price; (vii) that, from and after the redemption date, dividends in
respect of the Preferred Stock represented by the Depositary Shares to be
redeemed will cease to accrue and all other rights with respect to such
Depositary Shares will cease and terminate; and (viii) in the event that the
Depositary Shares evidence Preferred Stock convertible into or exchangeable for
Common Stock or other securities of the Company, that all conversion and
exchange rights, as the case may be, in respect of such Preferred Stock will
terminate at the close of business on the last business day preceding such
redemption date. If fewer than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro
rata (as nearly as may be) or in any other equitable manner, in each case as
may be determined by the Company.
From and after the redemption date (unless the Company shall
have failed to redeem the shares of Preferred Stock to be redeemed by it as set
forth in the Company's notice mailed by the Depositary in accordance with the
preceding paragraph), (i) all dividends in respect of the shares of Preferred
Stock called for redemption shall cease to accrue; (ii) in the event that the
Depositary Shares evidence Preferred Stock convertible into or exchangeable for
Common Stock or other securities of the Company, the conversion and exchange
rights, as the case may be, in respect of such Preferred Stock shall terminate;
(iii) the Depositary Shares called for redemption shall be deemed no longer to
be outstanding; and (iv) all rights of the Holders of Receipts evidencing such
Depositary Shares (except the right to receive the redemption price) shall
cease and terminate. Upon surrender in accordance with said notice of the
Receipts evidencing such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be
redeemed at a redemption price per Depositary Share equal to [SPECIFY FRACTION]
of the redemption price per share paid in respect of the shares of Preferred
Stock pursuant to the Certificate of Designations plus any other money and
other property represented by each such Depositary Share. The foregoing shall
be further subject to the terms and conditions of the Certificate of
Designations.
If fewer than all of the Depositary Shares evidenced by a
Receipt are called for redemption, the Depositary will deliver to the Holder of
such Receipt upon its surrender to the Depositary, together with payment of the
redemption price for the Depositary Shares
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called for redemption, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.
The Depositary shall not be required (a) to issue, transfer or
exchange any Receipts for a period beginning at the opening of business 15 days
next preceding any selection of Depositary Shares and Preferred Stock to be
redeemed and ending at the close of business on the day of the mailing of
notice of redemption of Depositary Shares or (b) to transfer or exchange for
another Receipt any Receipt evidencing Depositary Shares called or being called
for redemption in whole or in part, except as provided in the preceding
paragraph of this Section 2.03.
SECTION 2.04. Transfers of Receipts.
______________________
Subject to the terms and conditions of this Deposit Agreement, the
Depositary shall register on its books transfers of Receipts upon any
surrender thereof by the Holder in person or by a duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of
transfer or endorsement, together with evidence of the payment of any
transfer taxes and other governmental charges as may be required by law.
Upon such surrender, the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto evidencing the same aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.
SECTION 2.05. Combinations and Split-ups of Receipts.
_______________________________________
Upon surrender by a Holder of a Receipt or Receipts at the Corporate Office or
such other office as the Depositary may designate for the purpose of effecting a
split-up or combination of Receipts, subject to the terms and conditions of
this Deposit Agreement, the Depositary shall execute and deliver a new Receipt
or Receipts in the authorized denominations requested evidencing the same
aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered; provided, however, that the Depositary shall not issue any Receipt
evidencing a fractional Depositary Share.
SECTION 2.06. Surrender of Receipts and Withdrawal of Preferred
_________________________________________________
Stock.
______
Any Holder of a Receipt or Receipts may withdraw any or all of the
Preferred Stock represented by the Depositary Shares evidenced by such Receipts
and all money and other property, if any, represented by such Depositary Shares
by surrendering such Receipt or Receipts at the Corporate Office or at such
other office as the Depositary may designate for such withdrawals; provided
that a Holder may not withdraw Preferred Stock (or money and other property, if
any, represented thereby) which has previously been called for redemption.
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 whole shares of Preferred Stock and all such money and
other property, if any, represented by the Depositary Shares evidenced by the
Receipt or Receipts so surrendered for withdrawal, but holders of such whole
shares of Preferred Stock will not be entitled to
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deposit such Preferred Stock hereunder or to receive Depositary Shares
therefor. If the Receipt or Receipts 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 whole Depositary Shares representing the number of
whole shares of Preferred Stock to be withdrawn, the Depositary shall at the
same time, in addition to such number of whole shares of Preferred Stock and
such money and other property, if any, to be withdrawn, deliver to such Holder,
or (subject to Sections 2.04 and 2.05) upon his order, a new Receipt or
Receipts evidencing such excess number of whole Depositary Shares. In no event
will fractional shares of Preferred Stock or Receipts evidencing fractional
Depositary Shares be distributed or issued by the Depositary. Delivery of the
Preferred Stock and such 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, which, if required by the Depositary,
shall be properly endorsed or accompanied by proper instruments of transfer.
If the Preferred Stock and the money and other property being
withdrawn are to be delivered to a person or persons other than the Holder of
the Receipt or Receipts being surrendered for withdrawal of 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 properly endorsed in blank or accompanied by a properly executed
instrument of transfer or endorsement in blank; provided that the Holder of
such Receipt shall pay the amount of any tax or other governmental charge due.
The Depositary shall deliver the Preferred Stock and the money
and other property, if any, represented by the Depositary Shares evidenced by
Receipts surrendered for withdrawal at the Corporate 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 2.07. Limitations on Execution and Delivery, Transfer,
________________________________________________
Split-up, Combination, Surrender and Exchange of Receipts.
__________________________________________________________
As a condition precedent to the execution and delivery, transfer, split-up,
combination, surrender or exchange of any Receipt or, in the event that the
Depositary Shares evidence Preferred Stock convertible into or exchangeable
for Common Stock or other securities of the Company, to the exercise of any
conversion or exchange right referred to in Section 2.10, the Depositary,
any Agent or the Company may require any or all of the following:
(i) 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) of any tax or other governmental charge with respect
thereto (including any such tax or charge with respect to the Preferred Stock
being deposited or withdrawn, provided that, in the event that the Depositary
Shares evidence Preferred Stock convertible into or exchangeable for Common
Stock or other securities of the Company, the Company shall pay any
documentary, stamp or similar issue or transfer tax or other
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governmental charge due on the issuance of Common Stock or other securities
upon such conversion or exchange, as the case may be; and provided further that
the Holder of such Receipt shall pay the amount of any tax or other
governmental charge due if such shares of Common Stock or such other securities
are to be issued in a name other than that of such Holder); (ii) the production
of proof satisfactory to it as to the identity and genuineness of any signature
(or the authority of any signature); and (iii) compliance with such
regulations, if any, as the Depositary or the Company may establish consistent
with the provisions of this Deposit Agreement.
The delivery of Receipts against Preferred Stock may be
suspended, the transfer of Receipts may be refused, the transfer, split-up,
combination, surrender or exchange of outstanding Receipts may be suspended
and, in the event that the Depositary Shares evidence Preferred Stock
convertible into or exchangeable for Common Stock or other securities of the
Company, the exercise of any conversion or exchange right referred to in
Section 2.10 may be suspended (i) during any period when the register of
holders of the Preferred Stock is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary or any Agent 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 provision of this Deposit Agreement. Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any shares of Preferred Stock that are
required to be registered under the Securities Act and the Company shall
deliver to the Depositary written notice that, at the time of deposit, a
registration statement under the Securities Act is in effect as to such shares
of Preferred Stock.
SECTION 2.08. Lost Receipts, etc.
___________________
In case any Receipt shall be mutilated or destroyed or 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,
provided that the Holder thereof provides the Depositary with (i) evidence
satisfactory to the Depositary of such destruction, loss or theft of such
Receipt, of the authenticity and of his ownership thereof and (ii) reasonable
indemnification satisfactory to the Depositary and the Company.
SECTION 2.09. 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 such cancelled Receipts.
SECTION 2.10. Conversion or Exchange of Preferred Stock into
______________________________________________
Common Stock or Other Securities.
_________________________________
It is understood and agreed that the Depositary Shares are not convertible
into or exchangeable for Common Stock of the Company or any other securities
or property of the Company. Nevertheless, as a matter of convenience, in the
event that the Depositary Shares evidence Preferred Stock convertible into or
exchangeable for Common
14
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Stock or other securities of the Company, the Company hereby agrees to cause
the Depositary to accept (or to cause its conversion agent or exchange agent,
as the case may be, to accept) the delivery of Receipts for the purpose of
effecting conversions or exchanges of the Preferred Stock utilizing the same
procedures as those provided for delivery of Preferred Stock certificates to
effect such conversions or exchanges in accordance with the terms and
conditions of the Certificate of Designations; provided, however, that only
whole Depositary Shares may be so submitted for conversion or exchange.
Receipts may be surrendered with written instructions to the
Depositary to instruct the Company to cause the conversion or exchange of any
specified number of whole or fractional shares of Preferred Stock, convertible
into or exchangeable for Common Stock or other securities of the Company, that
is represented by the Depositary Shares evidenced by such Receipts into the
number of whole shares of Common Stock or whole number of other securities of
the Company obtained by dividing the aggregate liquidation preference of such
Depositary Shares by the Conversion Price (as such term is defined in the
Certificate of Designations) or exchange ratio then in effect, as such
Conversion Price or exchange ratio may be adjusted by the Company from time to
time as provided in the Certificate of Designations. Subject to the terms and
conditions of this Deposit Agreement and the Certificate of Designations, a
Holder of a Receipt or Receipts evidencing Depositary Shares representing whole
or fractional shares of Preferred Stock may surrender such Receipt or Receipts
to the Depositary at the Corporate Office or to such office or to such
Depositary's Agents as the Depositary may designate for such purpose, together
with (i) a notice of conversion or exchange thereof, as the case may be, duly
completed and executed (a "Notice of Conversion/Exchange"), and (ii) any
payment in respect of dividends required by the fifth paragraph of this Section
2.10, thereby directing the Depositary to instruct the Company to cause the
conversion or exchange, as the case may be, of the number of shares or
fractions thereof of underlying Preferred Stock specified in such Notice of
Conversion/Exchange into whole shares of Common Stock or a whole number of
other securities of the Company. In the event that a Holder delivers to the
Depositary for conversion or exchange a Receipt or Receipts which in the
aggregate are convertible into or exchangeable for less than (i) one whole
share of Common Stock or any number of whole shares of Common Stock plus an
excess constituting less than one whole share of Common Stock or (ii) one of
such securities or any whole number of such securities plus an excess
constituting less than one security, the Holder shall receive payment in lieu
of such fractional shares of Common Stock or fractional number of such
securities otherwise issuable in accordance with the last paragraph of this
Section 2.10. If more than one Receipt shall be delivered for conversion or
exchange, as the case may be, at one time by the same Holder, the number of
whole shares of Common Stock or the whole number of such securities issuable
upon conversion or exchange thereof, as the case may be, shall be computed on
the basis of the aggregate number of Receipts so delivered.
15
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Upon receipt by the Depositary of one or more Receipts, together
with a duly completed and executed Notice of Conversion/Exchange, the
Depositary shall, on the date of receipt of such Notice of Conversion/Exchange,
instruct the Company (i) to cause the conversion or exchange, as the case may
be, of the Depositary Shares evidenced by the Receipts so surrendered for
conversion or exchange as specified in the Notice of Conversion/Exchange and
(ii) to cause the delivery to the Holder or Holders of such Receipts of a
certificate or certificates evidencing the number of whole shares of Common
Stock or the whole number of such securities and the amount of money, if any,
to be delivered to the Holders of Receipts surrendered for conversion or
exchange in payment of any fractional shares of Common Stock or of any
fractional number of such securities otherwise issuable, as the case may be.
The Company shall, as promptly as practicable after receipt thereof, cause the
delivery to such Holder or Holders of (i) a certificate or certificates
evidencing the number of whole shares of Common Stock or the whole number of
such securities into or for which the Preferred Stock represented by the
Depositary Shares evidenced by such Receipt or Receipts has been converted or
exchanged, as the case may be, and (ii) any money or other property to which
the Holder or Holders are entitled. The person or persons in whose name or
names any certificate or certificates for shares of Common Stock or for such
securities shall be issuable upon such conversion or exchange, as the case may
be, shall be deemed to have become the holder or holders of record of the
shares or securities represented thereby at the close of business on the date
such Receipt or Receipts shall have been surrendered to and a Notice of
Conversion/Exchange received by the Depositary, unless the stock transfer books
of the Company shall be closed on that date, in which event such person or
persons shall be deemed to have become such holder or holders of record on the
next succeeding day on which such stock transfer books are open. Upon such
conversion or exchange, the Depositary (i) shall deliver to the Holder a
Receipt evidencing the number of Depositary Shares, if any, which such Holder
has elected not to convert or exchange in excess of the number of Depositary
Shares representing Preferred Stock which has been so converted or exchanged,
as the case may be, (ii) shall cancel the Depositary Shares evidenced by
Receipts surrendered for conversion or exchange, as the case may be, and (iii)
shall deliver for cancellation to the transfer agent for the Preferred Stock
the shares of Preferred Stock represented by the Depositary Shares evidenced by
the Receipts so surrendered and so converted or exchanged, as the case may be.
If any Preferred Stock convertible into or exchangeable for
Common Stock or other securities of the Company shall be called by the Company
for redemption, the Depositary Shares representing such Preferred Stock may be
converted into or exchangeable for Common Stock or such securities as provided
in this Deposit Agreement until and including, but not after, the close of
business on the redemption date (as defined in Section 2.03) unless the Company
shall default in making payment of the redemption price. Upon receipt by the
Depositary of a Receipt or Receipts representing any Preferred Stock called for
redemption, together with a properly completed and executed Notice of
Conversion/Exchange, the shares of Preferred Stock held by the Depositary
represented by
16
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such Depositary Shares as to which conversion or exchange, as the case may be,
is requested shall be deemed to have been received by the Company for such
conversion or exchange.
Upon any conversion or exchange, as the case may be, of the
Preferred Stock underlying the Depositary Shares, no allowance, adjustment or
payment shall be made with respect to accrued dividends upon such Preferred
Stock, except that if any Holder of a Receipt surrenders such Receipt with
instructions to the Depositary for conversion or exchange of the underlying
Preferred Stock evidenced thereby during the period between the opening of
business on any dividend record date and the close of business on the
corresponding dividend payment date (except shares called for redemption on a
redemption date during such period), such Receipt must be accompanied by a
payment equal to the dividend thereon, if any, which the Holder of such Receipt
is entitled to receive on such dividend payment date in respect of the
underlying Preferred Stock to be converted or exchanged.
Upon the conversion or exchange of any shares of Preferred Stock
for which a duly completed and executed Notice of Conversion/Exchange has been
received by the Depositary, all dividends in respect of such Depositary Shares
shall cease to accrue, such Depositary Shares shall be deemed no longer
outstanding, all rights of the Holder of the Receipt with respect to such
Depositary Shares (except the right to receive the Common Stock or other
securities of the Company, any cash payable with respect to any fractional
shares of Common Stock or fractional number of such securities, as the case may
be, as provided herein and any cash payable on account of accrued dividends in
respect of the Preferred Stock so converted or exchanged and any Receipts
evidencing Depositary Shares not so converted or exchanged) shall terminate,
and the Receipt evidencing such Depositary Shares shall be cancelled in
accordance with Section 2.09 hereof.
No fractional shares of Common Stock or fractional number of
Securities, as the case may be, shall be issuable upon conversion or exchange
of Preferred Stock underlying the Depositary Shares. If, except for the
provisions of this Section 2.10 and the Certificate of Designations, any Holder
of Receipts surrendered to the Depositary for conversion or exchange of the
underlying Preferred Stock would be entitled to a fractional share of Common
Stock or a fractional security, as the case may be, upon such conversion or
exchange, the Company shall cause to be delivered to such Holder an amount in
cash for such fractional share or security determined in accordance with the
Certificate of Designations.
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ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.01. Filing Proofs, Certificates and Other
______________________________________
Information.
____________
Any Holder may be required from time to time to file such proof
of residence 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 or delay the delivery, transfer, redemption or exchange of any
Receipt, the withdrawal of the Preferred Stock represented by the Depositary
Shares evidenced by any Receipt, the distribution of any dividend or other
distribution, the sale of any rights or of the proceeds thereof, the exercise
of any conversion or exchange right referred to in Section 2.10 or the delivery
of any Common Stock or other securities of the Company upon such conversion or
exchange until such proof or other information is filed, such certificates are
executed or such representations and warranties are made.
SECTION 3.02. Payment of Fees and Expenses.
_____________________________
Holders of Receipts shall be obligated to make payments to the Depositary
of certain fees and expenses, as provided in Section 5.07, or provide
evidence reasonably satisfactory to the Depositary that such fees and expenses
have been paid. Until such payment is made, transfer of any Receipt or
any withdrawal of the Preferred Stock or money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused,
any dividend or other distribution may be withheld, any conversion or exchange
right may be refused and any part or all of the Preferred Stock or other
property represented by the Depositary Shares evidenced by such Receipt may be
sold for the account of the Holder thereof (after attempting by reasonable
means to obtain such payment prior to such sale), provided that notice of such
sale shall be sent by the Depositary to such Holder. Any dividend or other
distribution so withheld and the proceeds of any such sale may be applied to
any payment of such fees or expenses, the Holder of such Receipt remaining
liable for any deficiency. In the event the Depositary is required to pay any
such amounts, the Company shall reimburse the Depositary for payment thereof
upon the request of the Depositary and the Depositary shall, upon the Company's
request and as instructed by the Company, pursue its rights against such Holder
at the Company's expense.
SECTION 3.03. Representations and Warranties as to Preferred
______________________________________________
Stock.
______
The Company hereby represents and warrants that (i) the shares of
Preferred Stock deposited hereunder have been duly authorized and, when issued
and deposited hereunder, will be validly issued, fully paid and nonassessable,
(ii) the Depositary Shares have been duly authorized and, when the Receipts are
executed, countersigned, issued and delivered in the manner provided for
herein, such Depositary Shares will represent legal and valid interests in the
Preferred Stock deposited hereunder, and (iii) all corporate action required to
be taken for the authorization, issuance and delivery of such Preferred Stock
and Depositary Shares
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has been validly taken. Such representations and warranties shall survive the
deposit of the Preferred Stock and the issuance of Receipts.
SECTION 3.04. Representation and Warranty as to Receipts.
___________________________________________
The Company hereby represents and warrants that the Depositary Shares, when the
Receipts evidenced thereby are duly executed by the Depositary or duly
countersigned by an authorized signatory of the Registrar and issued, will
represent legal and valid interests in the Preferred Stock. Such
representation and warranty shall survive the deposit of the Preferred Stock
and the issuance of Receipts.
SECTION 3.05. Covenants and Representation and Warranty as to
_______________________________________________
Common Stock.
_____________
In the event that the Depositary Shares evidence Preferred Stock
convertible into or exchangeable for Common Stock, the Company covenants that
it will give written notice to the Depositary of any adjustments in the
conversion price or exchange ratio made pursuant to the Certificate of
Designations. The Company hereby represents and warrants that the Common Stock
issuable upon conversion or exchange of the Preferred Stock, when issued, will
be duly authorized, validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the conversion or exchange of the
Preferred Stock into such Common Stock. [to be modified if convertible into or
exchangeable for other securities of the Company]
ARTICLE IV
THE PREFERRED STOCK; NOTICES
SECTION 4.01. Cash Distributions.
___________________
Whenever the Depositary shall receive any cash dividend or other cash
distribution on the Preferred Stock, including any cash received upon
redemption of any shares of Preferred Stock pursuant to Section 2.03,
the Depositary shall, subject to Section 3.02, distribute to Holders
of Receipts on the record date fixed pursuant to Section 4.04 such amounts
of such sum 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 withhold from any cash dividend or other cash distribution in respect of
the Preferred Stock represented by the Receipts held by any Holder an amount on
account of taxes or as otherwise required by law, regulation or court order,
the amount made available for distribution or distributed in respect of
Depositary Shares represented by such Receipts subject to such withholding
shall be reduced accordingly. The Depositary shall distribute or make
available for distribution, as the case may be, 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
19
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thereon) and shall be added to and be treated as part of the next sum received
by the Depositary for distribution to Holders of Receipts then outstanding.
SECTION 4.02. Distributions Other than Cash.
______________________________
Whenever the Depositary shall receive any distribution other than cash on the
Preferred Stock, the Depositary shall, subject to Section 3.02, distribute to
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 Depositary and the Company may deem equitable and practicable for
accomplishing such distribution. If, in the opinion of the Depositary
after consultation with the Company, such distribution cannot be made
proportionately among such Holders, or if for any other reason (including any
requirement that the Company or the Depositary withhold an amount on
account of taxes or as otherwise required by law, regulation or court order),
the Depositary deems, after consultation with the Company, such
distribution not to be feasible, the Depositary may, with
approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the
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 Section 3.02, be distributed
or made available for distribution, as the case may be, by the Depositary to
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 or property to the Holders of Receipts unless the Company shall have
provided to the Depositary an opinion of counsel stating that such securities
or property have been registered under the Securities Act 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 Preferred Stock is registered on the books of the Company 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, if the Company so directs, in each
such instance be made available by the Depositary to the Holders in such manner
as the Company shall instruct (including by the issue to such Holders of
warrants representing such rights, preferences or privileges); provided,
however, that (a) if at the time of the issuance or offering of any such
rights, preferences or privileges the Company determines that it is not lawful
or feasible to make such rights, preferences or privileges available to some or
all Holders of Receipts (by the issue of warrants or otherwise) or (b) if and
to the extent instructed by Holders who do not desire to exercise such rights,
preferences or privileges, the Depositary shall, if so instructed by the
Company, and if applicable laws or the terms of such rights, preferences or
privileges so permit, sell such rights, preferences or privileges of such
Holders 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
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Section 3.02, be distributed by the Depositary to the 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 such rights,
preferences or privileges, unless the Company shall have provided to the
Depositary an opinion of counsel stating that such rights, preferences or
privileges have been registered under the Securities Act or do not need to be
registered.
If registration under the Securities Act of any securities to
which any rights, preferences or privileges relate is required in order for
Holders to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company agrees that it will promptly file a
registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use all reasonable efforts
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 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 under the Securities
Act and the Company shall have provided to the Depositary an opinion of counsel
to such effect.
If any other action under the law 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, the Company agrees to use all reasonable 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; Fixing of Record Date for
______________________________________________
Holders of Receipts.
____________________
Whenever any cash dividend or other cash distribution shall become payable,
any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to
the Preferred Stock, or whenever the Depositary shall receive notice of (i) any
meeting at which holders of Preferred Stock are entitled to vote or of which
they are entitled to notice or (ii) any election on the part of the Company to
redeem any shares of Preferred Stock, 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 who shall be entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, to
give instructions for the exercise of voting rights at any such meeting or to
receive notice of such meeting or whose Depositary Shares are to be so
redeemed.
SECTION 4.05. Voting Rights.
______________
Upon receipt of notice of any meeting at which the holders of Preferred
Stock are entitled to vote, the Depositary shall, as soon as practicable
thereafter, mail to the Holders of Receipts a notice, which shall be provided by
21
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the Company and which shall contain (i) such information as is contained in
such notice of meeting, (ii) a statement that the Holders of Receipts at the
close of business on a specified record date fixed pursuant to Section 4.04
will be entitled, subject to any applicable provision of law, the Certificate
of Incorporation or the Certificate of Designations, to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of Preferred
Stock represented by their respective Depositary Shares and (iii) a brief
statement as to the manner in which such instructions may be given. Upon the
written request of a Holder of a Receipt on such record date, the Depositary
shall, to the extent practicable, vote or cause to be voted the amount of
Preferred Stock represented by the Depositary Shares evidenced by such Receipt
in accordance with the instructions set forth in such request. The Company
hereby agrees to take all reasonable action that may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Preferred Stock or
cause such Preferred Stock to be voted. In the absence of specific
instructions from the Holder of a Receipt, the Depositary will abstain from
voting to the extent of the Preferred Stock represented by the Depositary
Shares evidenced by such Receipt. The Depositary shall not be required to
exercise discretion in voting any Preferred Stock represented by the Depositary
Shares evidenced by such Receipt.
SECTION 4.06. Changes Affecting Preferred Stock and
_____________________________________
Reclassifications, Recapitalizations, etc.
__________________________________________
Upon any change in the par value, or upon any 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 or the sale of all or substantially all of
the Company's assets, the Depositary shall, upon the instructions of the
Company, treat any shares of stock or other securities or property
(including cash) that shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Preferred Stock as new
deposited property under this Deposit Agreement, and Receipts then
outstanding shall thenceforth represent the proportionate interests of Holders
thereof in the new deposited property so received in exchange for or upon
conversion of or in respect of such 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 property. Anything to the contrary herein notwithstanding,
Holders of Receipts shall have the right from and after the effective date of
any such change in par value, or upon any such split-up, combination or other
reclassification, of the Preferred Stock or any such recapitalization,
reorganization, merger, amalgamation or consolidation affecting the Company, or
sale of all or substantially all of the Company's assets to surrender such
Receipts to the Depositary with instructions to convert, exchange or surrender
the Preferred Stock represented thereby only into or for, as the case may be,
the kind and amount of shares of 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.
22
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SECTION 4.07. Inspection of Reports.
______________________
The Depositary shall furnish to Holders of Receipts any reports and
communications received from the Company that are received by the
Depositary as the holder of Preferred Stock and that the Company is required
to furnish to Holders of the Preferred Stock.
SECTION 4.08. Lists of Receipt Holders.
_________________________
Promptly upon request from time to time by the Company, the Depositary shall
furnish to the Company a list, as of a recent date specified by the Company,
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 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 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 AND THE COMPANY
SECTION 5.01. Maintenance of Offices, Agencies and Transfer
_____________________________________________
Books by the Depositary and the Registrar.
__________________________________________
Upon execution of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain at the Corporate Office facilities for the
execution and delivery, transfer, surrender and exchange, split-up,
combination and redemption of Receipts and deposit and withdrawal of Preferred
Stock and at the offices of any Agent, facilities for the delivery, transfer,
surrender and exchange, split-up, combination and redemption of Receipts and
deposit and withdrawal of Preferred Stock, all in accordance with the
provisions of this Deposit Agreement.
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The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books shall be open at all
reasonable times for inspection by the Holders of Receipts, as provided by
applicable law. The Depositary shall consult with the Company upon receipt of
any request for inspection. 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
any stock exchange, and if required by any such stock exchange, the Depositary
shall appoint, at the expense of the Company, a Registrar (acceptable to the
Company) for registry of Receipts or Depositary Shares in accordance with the
requirements of such exchange. Such Registrar (which may be the Depositary if
so permitted by such exchange) may be removed, and a substitute registrar
appointed, by the Depositary upon the request or with the approval of the
Company.
The Company hereby also appoints the Depositary as Registrar and
Transfer Agent in respect of the Receipts, and the Depositary hereby accepts
such appointments.
SECTION 5.02. Prevention or Delay in Performance by the
__________________________________________
Depositary, Any Agent, the Registrar or the Company.
____________________________________________________
Neither the Depositary, any Agent, any Registrar nor the Company shall incur
any liability to any Holder of any 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 by reason of any present
or future provision of the Certificate of Incorporation or the Certificate of
Designations, or by reason of any act of God or war or other circumstance
beyond the control of the relevant party, the Depositary, any Agent,
the Registrar or the Company shall be prevented or forbidden from doing
or performing any act or thing that the terms of this Deposit Agreement
provide shall be done or performed; nor shall the Depositary, any Agent,
any Registrar or the Company incur any liability to any Holder of a Receipt
by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of this Deposit Agreement
provide shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement.
SECTION 5.03. Obligations of the Depositary, Any Agent, the
______________________________________________
Registrar and the Company.
__________________________
Neither the Depositary, any Agent, any Registrar nor the Company assumes any
obligation or shall be subject to any liability under this Deposit
Agreement or any Receipt to Holders of Receipts so long as each of them
acts in good faith in the performance of such duties as are specifically
set forth in this Deposit Agreement.
Neither the Depositary, any Agent, any Registrar nor the Company
shall be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding with respect to Preferred Stock, Depositary Shares or
Receipts that in its opinion may subject
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it to expense or liability, unless indemnity satisfactory to it against all
such expense and liability be furnished.
Neither the Depositary, any Agent, any Registrar nor the Company
shall be liable for any action taken or any failure to act in reliance upon the
advice of legal counsel, or the advice of or information provided by any
accountant, any Holder of a Receipt or any other person believed by it in good
faith to be competent to give such advice or information. The Depositary, any
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.
In the event the Depositary shall receive conflicting claims,
requests or instructions from any Holders of Receipts, on the one hand, and the
Company, on the other hand, the Depositary shall be entitled to act on such
claims, requests or instructions received from the Company, and shall be
entitled to the full indemnification set forth in Section 5.06 hereof in
connection with any action so taken.
The Depositary shall not be responsible for any failure to carry
out any instruction to vote any of the Preferred Stock or for the manner or
effect of any such vote, as long as any such action or non-action is in good
faith and does not result from negligence or willful misconduct of the
Depositary. 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 covenants or obligations shall be
implied against the Depositary or any Registrar. The Depositary, its parents,
affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own,
buy, sell or deal in any class of securities of the Company and its affiliates
and in Receipts or Depositary Shares or become pecuniarily interested in any
transaction in which the Company or its affiliates may be interested or
contract with or lend money to or otherwise act as fully or as freely as if it
were not the Depositary, any Agent or the Registrar hereunder. The Depositary
may also act as transfer agent or registrar of any of the securities of the
Company and its affiliates or act in any other capacity for the Company or its
affiliates.
It is intended that neither the Depositary nor any Agent shall
be deemed to be an "issuer" of the securities under the federal securities laws
or applicable state securities laws, it being expressly understood and agreed
that the Depositary and any Agent are acting only in a ministerial capacity as
Depositary for the Preferred Stock; provided, however, that the Depositary
agrees to comply with all information reporting and withholding requirements
applicable to it under law or this Deposit Agreement in its capacity as
Depositary.
Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary's Agent makes any representation or has any
responsibility as to the validity of any registration statement pursuant to
which the Depositary Shares are registered under the
25
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Securities Act, the Preferred Stock, the Depositary Shares, the Receipts
(except as to the authenticity of its countersignature thereon) or any
instruments referred to therein or herein, or as to the correctness of any
statement made therein or herein; provided, however, that the Depositary is
responsible for its representations in this Deposit Agreement.
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 the acceptance of
such appointment as hereinafter provided.
The Depositary 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 the 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 a successor depositary shall not have been appointed in
60 days, the resigning or removed Depositary may petition a court of competent
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 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, and such
predecessor, upon payment of all sums due it and on the written request of the
Company, shall promptly 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 Holders of all outstanding Receipts and
all records, books and other information relating thereto. Any successor
depositary shall promptly mail notice of its appointment to the Holders of
Receipts.
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor 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.
SECTION 5.05. Corporate Notices and Reports.
______________________________
The Company agrees that it will deliver to the Depositary, and the Depositary
will, promptly after receipt thereof, transmit to the Holders of Receipts, in
each case at the address recorded in the Depositary's
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books, copies of all notices and reports (including financial statements)
required by law, by the rules of any national securities exchange upon which
the Preferred Stock, the Depositary Shares or the Receipts may be listed or by
the Certificate of Incorporation and the Certificate of Designations to be
furnished by the Company to holders of Preferred Stock. Such transmission will
be at the Company's expense, and the Company will provide the Depositary with
such number of copies of such documents as the Depositary may reasonably
request. In addition, the Depositary will transmit to the Holders of Receipts
at the Company's expense such other documents as may be requested by the
Company.
SECTION 5.06. Indemnification by the Company.
_______________________________
The Company agrees to indemnify the Depositary, any Agent and any Registrar
against, and hold each of them harmless from, any liability, costs and
expenses (including reasonable attorneys' fees) that may arise out of, or in
connection with, its acting as Depositary, Agent or Registrar, respectively,
under this Deposit Agreement and the Receipts, except for any liability
arising out of negligence or bad faith on the part of any such entity.
The obligations of the Company set forth in this Section 5.06 shall survive
any succession of any Depositary, Registrar or Agent or termination of this
Deposit Agreement.
SECTION 5.07. Fees, 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 fees of the Depositary in connection with the
initial deposit of the Preferred Stock and the initial issuance of the
Depositary Shares evidenced by the Receipts, any redemption of the Preferred
Stock at the option of the Company and all withdrawals of Preferred Stock
by Holders of Depositary Shares. Other than payment of any tax or other
governmental charge due upon the issuance of shares of Common Stock or
other securities of the Company issuable upon conversion or
exchange of the Preferred Stock or upon delivery of Preferred Stock and the
money and/or other property being withdrawn pursuant to Section 2.06 to a
person other than the Holder as specified in the conversion/exchange notice
relating thereto or in the written order delivered to the Depositary by the
Holder, the Company will pay any and all issue and other taxes (other than
taxes based on income) that may be payable in respect of any issue or delivery
of shares of Common Stock or other securities of the Company on conversion or
exchange of the Preferred Stock. All other transfer and other taxes and
governmental charges shall be at the expense of Holders of Depositary Shares.
If a Holder of Receipts requests the Depositary to perform duties not required
under this Deposit Agreement, the Depositary shall notify the Holder of the
cost of such performance of such duties before performing such duties, and such
Holder will be liable for the charges and expenses related to such performance.
Except as otherwise provided herein, all other reasonable fees and expenses of
the Depositary and any Depositary's Agent hereunder and of any Registrar
(including, in each case, reasonable 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 fees and expenses. The Depositary shall present its
statement for fees and expenses to the Company once every three months or at
such other intervals as the Company and the Depositary may agree.
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ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.01. Amendment.
__________
The form of the Receipts and any provision of this Deposit Agreement may at
any time and from time to time be amended by agreement between the Company
and the Depositary in any respect that they may deem necessary or desirable;
provided, however, that no such amendment which (i) shall materially and
adversely alter the rights of the Holders of Receipts (provided that any
change in the fees of any Depositary, Registrar or transfer agent shall
not be deemed to materially and adversely alter the rights of such Holders)
or (ii) would be materially and adversely inconsistent with the rights
granted to the holders of the Preferred Stock pursuant to the Certificate of
Designations shall be effective unless such amendment shall have
been approved by the Holders of at least a majority of the Depositary Shares
then outstanding. Any amendment that shall impose any fees, taxes or charges
(other than fees and charges provided for herein or in the Receipts), or that
shall otherwise prejudice any substantial existing right of Holders of
Receipts, shall not become effective as to Receipts until the expiration of 90
days after notice of such amendment shall have been given to the Holders.
Every Holder of a 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 Deposit Agreement as amended thereby.
In no event shall any amendment impair the right of the Holder of any Receipt
to surrender such Receipt and receive the Preferred Stock therefor, subject to
the terms hereof.
SECTION 6.02. Termination.
____________
This Deposit Agreement may be terminated by the Company at any time upon
not less than 60 days' prior written notice to the Depositary, in which case,
upon a date that is not later than 30 days after the date of such notice, the
Depositary shall deliver or make available for delivery to each Holder,
upon surrender of such Holder's Receipt or Receipts, such number of
whole shares of Preferred Stock represented by such Receipt or Receipts.
In the event that such Receipt or Receipts should represent a fractional
number of shares of Preferred Stock, the Depositary shall aggregate all such
interests in fractional shares of Preferred Stock and, with the approval
of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting the distribution of such interests,
including the public or private sale of the whole number of shares of Preferred
Stock so aggregated, 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 be
distributed or made available for distribution, as the case may be, by the
Depositary to Holders of such Receipts evidencing an interest in fractional
shares of Preferred Stock. If a
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Holder shall not have so surrendered such Holder's Receipt or Receipts in
exchange for whole shares of Preferred Stock on or prior to the effective date
of termination of this Deposit Agreement, such Holder shall for all purposes,
including the payment of dividends, be deemed to be a Holder of the appropriate
number of Depositary Shares previously represented by such Receipt or Receipts
and shall thereafter surrender to the Company such Receipt or Receipts in
exchange for whole shares of Preferred Stock. In the event that such Receipt
or Receipts should represent an interest in fractional shares of Preferred
Stock, the Company shall aggregate all such interests in fractional shares of
Preferred Stock and adopt such method as it deems equitable and practicable for
the purpose of effecting the distribution of such interest, including the
public or private sale of the whole number of shares of Preferred Stock so
aggregated, 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 be distributed by
the Company to Holders of such Receipts evidencing an interest in fractional
shares of Preferred Stock. Upon termination of this Deposit Agreement, the
Depositary shall surrender to the Company any shares of Preferred Stock held by
the Depositary and the Company shall hold such Preferred Stock for the benefit
of the Holder of Receipts which previously represented such Preferred Stock.
This Agreement shall automatically terminate after (i) all
outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03
or withdrawn pursuant to Section 2.06, (ii) in the event that the Depositary
Shares represent Preferred Stock convertible into or exchangeable for Common
Stock or other securities of the Company, each share of Preferred Stock shall
have been converted into or exchanged for shares of Common Stock or other
securities of the Company pursuant to Section 2.10, as the case may be, or
(iii) 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 Receipts pursuant to Section 4.01 or 4.02, as applicable.
Upon the termination of this Deposit 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.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Counterparts.
_____________
This Deposit 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. Delivery of
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25
an executed counterpart of a signature page to this Deposit Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Deposit Agreement. Copies of this Deposit Agreement shall be filed with
the Depositary and the Depositary's Agents and shall be open to inspection
during business hours at the Corporate Office and the respective offices of the
Depositary's Agents, if any, by any Holder of a Receipt.
SECTION 7.02. Exclusive Benefits of Parties.
______________________________
This Deposit Agreement is for the exclusive benefit of the parties hereto,
including Holders of the Receipts, 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.
SECTION 7.03. Invalidity of Provisions.
_________________________
In case any one or more of the provisions contained in this Deposit 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, facsimile transmission or other
electronic means of communication confirmed by letter, addressed to the
Company at:
THE DIAL CORP
Dial Tower
Phoenix, Arizona 85077
Attention: Treasurer (with a copy to Secretary)
Telephone No.: 602/207-4000
Facsimile No.: 602/
or at any other address of which the Company shall have notified the Depositary
in writing.
Any 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, facsimile transmission or
other electronic means of communication confirmed by letter, addressed to the
Depositary at the Corporate Office.
Any notices given to any 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, facsimile transmission or
other electronic means of communication, addressed to such Holder at the
address of such Holder as it appears on the books of the Depositary or, if such
Holder shall have filed with the Depositary in a timely
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26
manner a written request that notices intended for such Holder be mailed to
some other address, at the address designated in such request.
SECTION 7.05. Holders of Receipts Are Parties.
________________________________
The Holders of Receipts from time to time shall be deemed to be parties to
this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance of delivery thereof.
SECTION 7.06. Governing Law.
______________
This Deposit 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 law of the State of New York applicable
to contracts made and to be performed entirely within such State.
SECTION 7.07. Inspection of Deposit Agreement and Certificate
_______________________________________________
of Designations.
________________
Copies of this Deposit Agreement and the Certificate of Designations shall be
filed with the Depositary and any Agent and shall be open to inspection by
any Holder of a Receipt during business hours at the Corporate Office and the
respective offices of any Agent.
SECTION 7.08. Headings.
_________
The headings of articles and sections in this Deposit 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 Deposit
Agreement or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.
IN WITNESS WHEREOF, THE DIAL CORP and [NAME OF BANK] have duly
executed this Deposit Agreement as of the day and year first above set forth,
and all Holders of Receipts shall become parties hereto by and upon acceptance
by them of delivery of Receipts issued in accordance with the terms hereof.
THE DIAL CORP
By:
________________________
Attest: Authorized Officer
[NAME OF BANK]
By:
________________________
Attest: Authorized Officer
31
Exhibit A
[FORM OF FACE OF RECEIPT]
NUMBER DEPOSITARY SHARES
CERTIFICATE FOR NOT MORE THAN ______________DEPOSITARY SHARES
TDR
RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING____________ [specify fraction] PREFERRED STOCK[, SERIES ___] OF
THE DIAL CORP
CUSIP ______________
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
_________________________________, as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing _______ [specify fraction] of one share of ______ [Series___]
Preferred Stock, $______ par value (the "Stock"), of THE DIAL CORP, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), on deposit with the Depositary, subject to the terms and entitled to the
benefits of the Deposit Agreement dated as of ____________, 199__ (the "Deposit Agreement"), among the Company, the
Depositary and the Holders from time to time of Receipts for Depositary Shares. By accepting this Receipt the Holder
hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt
shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile
by the Depositary, countersigned by a Registrar in respect of the Receipts by the manual signature of a duly authorized
officer thereof.
Dated: Countersigned:
By __________________________ By __________________________
Depositary Registrar
32
[FORM OF REVERSE OF RECEIPT]
THE DIAL CORP
THE DIAL CORP WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO
SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE CERTIFICATE OF DESIGNATIONS WITH
RESPECT TO THE PREFERRED STOCK[, SERIES ______] OF THE DIAL CORP. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
================================================================
The following abbreviations when used in the instructions on the face of this
receipt shall be construed as though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenant in common UNIF GIFT MIN ACT -_________ Custodian _____
(Cust) (Minor)
TEN ENT - as tenants by the Under Uniform Gifts to Minors Act
entireties
JT TEN - as joint tenants with
right of survivorship ____________________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
----------
For value received,___________________________ hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
=========================================================================================
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
_________________________________________________________________________________________
__________________________________________________ Depositary Shares represented by the
within Receipt, and do hereby irrevocably constitute and appoint ______________ Attorney
to transfer the said Depositary Shares on the books of the within named Depositary with
full power of substitution in the premises.
Dated _______________________
___________________________________________________
NOTICE: The signature to the assignment must
correspond with the name as written
upon the face of this Receipt in
every particular, without alteration
or enlargement or any change whatever.