Common use of Authorization of the Deposit Agreement Clause in Contracts

Authorization of the Deposit Agreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability. Upon due issuance and delivery by the Depositary of ADSs representing the Offered Securities and the deposit of Ordinary Shares represented by such ADSs in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued and the persons in whose names the ADSs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the Deposit Agreement and the ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (PPDAI Group Inc.), Underwriting Agreement (Tuniu Corp)

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Authorization of the Deposit Agreement. The Deposit Agreement has been was duly authorized, executed authorized and delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable in accordance with its terms, except as enforceability rights to indemnification thereunder may be limited by applicable law and public policy considerations and subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and similar laws of general applicability relating to or affecting creditors’ rights or by equitable principles relating and to enforceability. Upon due general equity principles; upon issuance and delivery by the Depositary of ADRs evidencing ADSs representing the Offered Securities (if any) or ADSs and the deposit of Ordinary Shares represented by such ADSs in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued and the persons in whose names the ADSs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the Deposit Agreement and the ADRs evidencing ADSs (if any) or ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Appears in 2 contracts

Samples: Terms Agreement (Adaptimmune Therapeutics PLC), Shares Sales Agreement (Adaptimmune Therapeutics PLC)

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