Common use of Depositary Instructions Clause in Contracts

Depositary Instructions. At or prior to the Closing in connection with the delivery of the Purchased Shares, upon exercise of the Warrants and to satisfy such delivery obligations of the Company from the ADR Reserve (as defined below) in accordance with Section 5(d) below, the Company shall issue irrevocable instructions to the Depositary in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to issue ADR certificates or credit ADSs to the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its respective nominee(s), for the ADR Securities in such amounts as specified from time to time by each Buyer to the Company. If a Buyer effects a sale, assignment or transfer of the ADR Securities, the Company shall, to the extent permitted by applicable law, permit the transfer and shall promptly instruct the Depositary to issue one or more ADR certificates or credit ADRs to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(c), that each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall use reasonable best efforts to cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary to the extent required or requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or the issuance of such opinion shall be borne by the Company.

Depositary Instructions. At or prior to the Closing in connection with the delivery of the Purchased Shares, upon exercise of the Warrants and to satisfy such delivery obligations of the Company from the ADR Reserve (as defined below) in accordance with Section 5(d) below, the Company shall issue irrevocable instructions to the Depositary in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to issue ADR certificates execute and deliver ADRs or credit ADSs to the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its respective nominee(s), for the ADR ADS Securities in such amounts as specified from time to time by each Buyer to the Company. If a Buyer effects a sale, assignment or transfer of the ADR ADS Securities, the Company shall, to the extent permitted by applicable law, permit the transfer and shall promptly instruct the Depositary to issue execute and deliver one or more ADR certificates ADRs or credit ADRs ADSs to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(c), that each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The At or prior to the Closing, the Company shall use reasonable best efforts to cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary to the extent required or requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or ADRs or the issuance of such opinion shall be borne by the Company.

Depositary Instructions. At or prior to the Closing in connection The Company shall deposit Class A Ordinary Shares with the delivery of Depositary’s Custodian and such other documents and opinions as the Purchased Shares, upon exercise of the Warrants and to satisfy such delivery obligations of the Company from the ADR Reserve (as defined below) in accordance with Section 5(d) below, the Company Depositary shall reasonably request including issue irrevocable delivery order instructions to the Depositary in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to issue ADR certificates or credit ADSs to the applicable balance accounts at DTC, as applicabledeliver ADSs, registered in the name of each Buyer or its respective nominee(s), for the ADR Securities Conversion Shares in such amounts as specified from time to time by each Buyer to the Company. If a Buyer effects a sale, assignment or transfer Company pursuant to the terms of the ADR Certificate of Designations, substantially in the form attached hereto as Exhibit C (the "Irrevocable Depositary Instructions"). The Company represents and warrants that no instruction other than the Irrevocable Depositary Instructions referred to in this Section 5 will be given by the Company to the Depositary and any subsequent depositary with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company shall, as and to the extent permitted by applicable law, permit provided in this Agreement and the transfer and shall promptly instruct the Depositary to issue one or more ADR certificates or credit ADRs to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignmentother Transaction Documents. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyerthe Buyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(c) 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(c)5, that each Buyer the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall use reasonable best efforts to cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary to the extent required or requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or the issuance of such opinion shall be borne by the Company.

Depositary Instructions. At or prior to the Closing in connection with the delivery of the Purchased Shares, upon exercise of the Warrants and to satisfy such delivery obligations of the Company from the ADR Reserve (as defined below) in accordance with Section 5(d) below, the The Company shall issue irrevocable instructions to the Depositary Depositary, and any subsequent depositary for its ADS, in the form previously provided to the Company of Exhibit C attached hereto (the “"Irrevocable Depositary Instructions”") to issue ADR certificates or credit ADSs shares to the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its respective nominee(s), for the ADR Securities Purchased ADSs and the Warrants issued at the Closing or upon exercise of the Warrant ADSs in such amounts as specified from time to time by each Buyer to the CompanyCompany upon exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable Depositary Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to the Depositary, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the ADR SecuritiesSecurities in accordance with Section 2(f), the Company shall, to the extent permitted by applicable law, shall permit the transfer and shall promptly instruct cause the Depositary to issue one or more ADR certificates or credit ADRs shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves any Securities sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Company shall cause the Depositary to issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(c5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(c5(b), that each a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall use reasonable best efforts to cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary to the extent required or requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or the issuance of such opinion shall be borne by the Company.