ADSs. The ADSs issuable upon any conversion of a Note, when issued and delivered in the manner contemplated by such Note: (i) will have been duly authorized and validly issued and shall be fully paid and non-assessable, and shall be free from preemptive rights and free of any Lien or adverse claim; (ii) will rank pari passu and carry the same rights and privileges in all respects as any other ADSs issued by the Company and shall be entitled to all dividends and other distributions declared, paid or made thereon subject to the terms of the deposit agreement dated as of October 19, 2017 (as amended as of May 31, 2022 and as further amended from time to time between the Company, JPMorgan Chase Bank, N.A.), as depositary and all holders from time to time of ADRs issued thereunder; (iii) will not be subject to calls for further funds; and (iv) will be duly listed, and admitted to trading, on the Nasdaq. in the case of clause (iv) above, assuming the truth and accuracy of the representations of the Purchaser in the second sentence of Section 3.2(g).
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (NaaS Technology Inc.), Convertible Note Purchase Agreement (NaaS Technology Inc.)