Depositary Procedures. The Company consents, under Section 2.3 of the Deposit Agreement, to the deposit by each Affiliate Holder of up to the number of Shares listed opposite such Affiliate Holder’s name on lists to be provided by the Company to the Depositary from time to time in writing together with a written request for the Depositary to accept the deposit of such Shares (which request shall not be unreasonably denied) (the “Restricted Shares”) and the issuance and delivery by the Depositary of the corresponding number of Restricted ADSs in respect thereof in the form of Uncertificated ADSs, upon the terms of Section 2.13 of the Deposit Agreement, as supplemented by this Letter Agreement, to the Affiliate Holders or their respective designees. The Restricted ADSs described in the immediately preceding sentence and the Restricted Shares represented thereby are referred to herein as the “Designated Restricted ADSs” and the “Designated Shares”, respectively. In connection with each deposit of Designated Shares and request for issuance of Designated Restricted ADSs the Company shall deliver to the Depositary a duly completed and signed Consent and Delivery Instruction substantially in the form of Exhibit A hereto (each a “Consent and Delivery Instruction”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in Section 2.14 of the Deposit Agreement as supplemented by this Letter Agreement, to (i) establish procedures to enable (x) the deposit of the Designated Shares with the Custodian by the Affiliate Holders as a valid deposit of Shares under the Deposit Agreement in order to enable the issuance by the Depositary to the Affiliate Holders of Designated Restricted ADSs issued under the terms of this Letter Agreement upon deposit of Designated Shares, and (y) the transfer of the Designated Restricted ADSs, the removal of the transfer and other restrictions with respect to Designated Restricted ADSs in order to create unrestricted ADSs, and the withdrawal of the Designated Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this Letter Agreement, and (ii) to deliver an account statement (the “Account Statement”) to the holders of Designated Restricted ADSs (“Restricted Holders”) upon the issuance of the Designated Restricted ADSs, in each case upon the terms set forth herein. Nothing contained in this Letter Agreemen...
Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms and subject to the terms set forth in this letter agreement, to establish procedures to enable (x) the deposit of Restricted Shares by the Company in the context of the Sale in order to enable the issuance by the Depositary of ownership interests in Restricted Shares in the form of Restricted ADSs issued under the terms of Section 2.12 of the Deposit Agreement as supplemented by the terms of this letter agreement and (y) the transfer of the Restricted ADR(s) (and the Restricted ADSs evidenced thereby) and the withdrawal of the Restricted Shares represented by Restricted ADSs, in each case upon the terms and conditions set forth in the Deposit Agreement (as supplemented by the terms of this letter agreement), and issue Restricted ADR(s) representing such Restricted ADSs in the name of the Purchaser (or its representative(s)) in denominations designated by the Company (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit) and to deliver the Restricted ADR(s) so issued to the Purchaser or its representative(s), in each case as set forth on Exhibit A hereto.
Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms and subject to the terms set forth in this letter agreement, to (i) establish procedures to enable (x) the deposit of Restricted CPOs with the Custodian by the Company in connection with the conversion of Notes in order to enable the issuance by the Depositary of ownership interests in Restricted CPOs in the form of Restricted ADSs (in un-certificated form) issued under the terms of Section 2.12 of the Deposit Agreement, as supplemented by the terms of this letter agreement, and (y) the transfer of the Restricted ADSs and the withdrawal of the Restricted CPOs, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this letter agreement. The Company and the Depositary agree that, notwithstanding the terms of Section 2.12 of the Deposit Agreement, the Depositary is authorized and directed to issue the Restricted ADSs as Uncertificated ADSs (as defined in the Direct Registration System Letter Agreement, dated October 12, 2007, between the Company and the Depositary), subject to the restrictions specified in this letter agreement.
Depositary Procedures. For the avoidance of doubt, for as long as the Notes are in global form, consents may be obtained through applicable procedures of the Depositary.
Depositary Procedures. Subject to compliance with all provisions and procedures set forth in the Deposit Agreement as supplemented by this letter agreement and any Transaction Supplement (as defined below), the Company irrevocably consents, under Section 2.3 of the Deposit Agreement, to (i) the deposit by, or on behalf of, any Depositor (as defined below) of SSA Shares (including, from time to time, SSA Shares from share splits and combinations, stock dividends and similar event, but only to the extent that such securities are underlying the ADSs) with the Depositary at Citibank, N.A. - Hong Kong Branch, as custodian appointed by the Depositary pursuant to the Deposit Agreement (the “DA Custodian”) in connection with the Transactions; and (ii) the issuance and delivery by the Depositary to the order of the relevant Depositor or any security agent, trustee, investor or counterparty, acting pursuant to the terms of a Transaction and identified as such in the relevant Transaction Supplement, as indicated in the corresponding Deposit Certification and Delivery Instruction (as defined below), of the corresponding number of ADSs in respect thereof upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this letter agreement and any Transaction Supplement. 2 In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees, to establish procedures set forth in this letter agreement to enable the deposit of SSA Shares with the DA Custodian by, or on behalf of, any Depositor as valid deposits of Shares under the Deposit Agreement in order to enable the issuance and delivery by the DA Custodian to the order of, or on the behalf of, the relevant Depositor or any security agent, trustee, investor or counterparty, acting pursuant to the terms of a Transaction and identified as such in the relevant Transaction Supplement, as indicated in the corresponding Deposit Certification and Delivery Instruction, of the corresponding number of SSA ADSs in respect thereof upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this letter agreement and any relevant Transaction Supplement. Nothing contained in this letter agreement shall in any way (i) obligate the Depositary, or give authority to the Depositary, to accept any Shares for deposit other than the SSA Shares described herein for deposit under the terms hereof, (ii) obligate any Depositor to deposit, or direct the deposit, of any Sh...
Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms and subject to the terms set forth in this Exchange Letter Agreement and the Deposit Agreement, to establish procedures to enable (i) the deposit of Shares with the Custodian by the Company, in connection with the exchange of Notes, in order to enable the issuance by the Depositary of ownership interests in Shares in the form of ADSs or Restricted ADSs, as applicable, and, in the case of Restricted ADSs, in uncertificated form issued under the terms of Section 2.14 of the Deposit Agreement, as supplemented by the terms of this Exchange Letter Agreement, and (ii) the transfer of the ADSs or Restricted ADSs, as applicable, and the withdrawal of the Shares, in each case upon the terms and conditions set forth in the Deposit Agreement, as supplemented by the terms of this Exchange Letter Agreement.
Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms and subject to the terms set forth in this letter agreement, to (i) establish procedures to enable the deposit of the Eligible Shares by the Eligible Stockholders against the issuance by the Depositary of ADSs issued under the terms of the Deposit Agreement, without payment of the Waived Fees, and (ii) to establish procedures to prohibit the deposit of Shares by Pre-IPO Stockholders during the Lock-Up Period. The Depositary shall be authorized to rely on the certification annexed hereto as Exhibit B (the "Eligible 1Stockholder Certification") when delivered by the Eligible Stockholder(s) and on the certification annexed hereto as Exhibit C (the "Lock-Up Certification") when delivered by a depositing holder of Shares during the Lock-Up Period.
Depositary Procedures. Citibank, in its capacity as Depositary and Rule 144A Depositary, agrees, upon the instructions of the Company contained herein, to establish all necessary procedures to enable the surrender of Rule 144A ADSs to the Rule 144A Depositary in connection with the Termination in order to enable the issuance by the Depositary of ADSs to the persons surrendering the Rule144A ADSs upon the terms described herein. In order to effectuate the foregoing, the Company hereby instructs (i) the Rule 144A Depositary to distribute, on or after August 2, 2000, to participants in DTC who hold Rule 144A ADSs in the DTC Accounts, a Notice of Termination of Rule 144A Facility substantially in the form of the draft thereof attached hereto as Exhibit A, (ii) the Rule 144A Depositary (a) to accept Rule 144A ADSs validly surrendered to it for purposes of receiving ADSs, and (b) to cancel such Rule 144A ADSs and to deliver the Shares represented by such Rule 144A ADSs into the custodial account established by the Depositary to accept Shares under the terms of the Deposit Agreement upon the timely receipt of the duly completed and signed Exchange Certification substantially in the form of the draft thereof attached hereto as Exhibit B (the "Exchange Certification"), and (iii) the Depositary to issue in the name of, and deliver to, the persons who (a) validly surrendered Rule 144A ADSs to the Rule 144A Depositary, and (b) timely delivered to the Rule 144A Depositary the duly completed and signed Exchange Certification, ADSs that represent the number of Shares transferred on behalf of such persons from the custodial account of the Rule 144A ADR Facility to the custodial account containing the Shares accepted for deposit in respect of the ADR facility established under the terms of the Deposit Agreement.
Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms and subject to the terms set forth in this Letter Agreement and the Deposit Agreement, to establish procedures to enable (x) the deposit of Shares with the Custodian by the Company, in connection with the exchange of Notes, in order to enable the issuance by the Depositary of ownership interests in Shares in the form of ADSs, and (y) the transfer of the ADSs and the withdrawal of the Shares, in each case upon the terms and conditions set forth in the Deposit Agreement.
Depositary Procedures. Citibank, in its capacity as Depositary and Restricted GDS Depositary, agrees, upon the instructions of the Company contained herein, to establish all necessary procedures to enable the surrender of Restricted GDSs to the Restricted GDS Depositary in connection with the Termination in order to enable the issuance by the Depositary of ADSs to the persons surrendering the Restricted GDSs upon the terms described herein. In order to effectuate the foregoing, the Company hereby instructs (i) the Restricted GDS Depositary to distribute on or after September [__], 2003 to participants in the Depositary Trust Company ("DTC") who hold Restricted GDSs in accounts maintained through the book-entry transfer facilities of DTC (the "DTC Accounts"), a Notice of Termination of Restricted GDR Facility substantially in the form of the draft thereof attached hereto as Exhibit A,
