Common use of Depositary Procedures Clause in Contracts

Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms, and subject to the conditions, set forth in this letter agreement, to (i) establish certification procedures to enable (x) the deposit of up to an aggregate of 4,538,200 Restricted Shares by one or more Selling Stockholders in anticipation of the Sale of the Sale ADSs in order to further enable the issuance of Restricted ADSs under the terms of Section 2.12 of the Deposit Agreement, as supplemented by the terms of this letter agreement, to the Selling Stockholders (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, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, and subject to the conditions, set forth in the Deposit Agreement, as supplemented by the terms of this letter agreement, and (ii) issue Restricted ADR(s) evidencing such Restricted ADSs in the name of the Selling Stockholders (or their representative(s)) in denominations designated by the Selling Stockholders (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with the Custodian) and to deliver the Restricted ADR(s) so issued to the Selling Stockholders (or their representative(s)), in each case as set forth on Exhibit A hereto.

Depositary Procedures. The Subject to compliance with all provisions and procedures set forth in the Deposit Agreement as supplemented by this Letter Agreement, the Company irrevocably consents, under Section 2,3 of the Deposit Agreement, to (i) the deposit by the relevant Depositor of up to 71.720,000 Shares (or up to 86,064 000 Shares if the Initial Purchasers’ Option is exercised in full) (in each case, as adjusted from time to time for share splits and combinations, stock dividends and similar events, including, without limitation, any other securities and property issued as a distribution on, or in exchange for, the Shares, but only to the extent that such other securities and property are then underlying the ADSs) in connection with the transactions contemplated by the Forward Purchase Contract and (i) the issuance and delivery by the Depositary to the Trust of the corresponding number of freely transferable ADSs or Restricted ADSs (as applicable) in respect thereof as an MEG ADS Issuance upon the terms contemplated in this Letter Agreement (the ADSs or Restricted ADSs to be issued pursuant to an MEG ADS Issuance, the “MEG ADSs” and the Shares to be deposited to be represented by the MEG ADSs, the “MEG Shares”). In furtherance of the foregoing, the Company instructs the Depositary, and the Depositary agrees agrees, upon the terms, terms and subject to the conditionsconditions set forth in Section 2 .14 of the Deposit Agreement as supplemented by this Letter Agreement, to establish procedures set forth in this letter agreement, to (i) establish certification procedures Letter Agreement to enable (x) the deposit of up to an aggregate the MES Shares with the Depositary’s Custodian by the relevant Depositor as a valid deposit of 4,538,200 Restricted Shares by one or more Selling Stockholders in anticipation of under the Sale of the Sale ADSs Deposit Agreement in order to further enable the issuance and delivery by the Depositary to the Trust of Restricted the corresponding MES ADSs under the terms of Section 2.12 this Letter Agreement upon deposit of such MEG Shares, and (y) if then permitted under applicable law, the transfer of the MEG Restricted ADSs (as defined below), the removal of the transfer and other restrictions with respect to MEG ADSs issued as Restricted ADSs (the “MES Restricted ADSs”) in order to create unrestricted, freely transferable ADSs, and the withdrawal of the MEG Shares represented by MES Restricted ADSs, in each case upon the terms and conditions set forth m the Deposit Agreement, Agreement as supplemented by the terms of this letter agreementLetter Agreement, 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 Selling Stockholders MES Shares described herein for deposit under the terms hereof, (yii) obligate the transfer Shareholder to deposit any Shares or (iii) restrict the ability of the Restricted ADR(s) and Shareholder to transfer the Restricted Shares or deposit the Shares otherwise than in accordance with the transactions contemplated hereby. For the avoidance of doubt, neither the Depositary nor the Company will require any procedures for, or unpose any restrictions on, the issuance, transfer or cancellation of MES ADSs evidenced thereby and the withdrawal of the Restricted Shares represented by Restricted ADSs, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, and subject addition to the conditions, procedures set forth in the Deposit this Letter Agreement, as supplemented except to the extent required by then applicable law. To the terms extent that either the Depositary or the Company determines after the date hereof, that an additional procedure or procedures are required by then applicable law for the issuance, transfer or cancellation of this letter agreement, and (ii) issue Restricted ADR(s) evidencing such Restricted MES ADSs in the name of the Selling Stockholders (or their representative(s)) in denominations designated by the Selling Stockholders (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with the Custodian) and to deliver the Restricted ADR(s) so issued addition to the Selling Stockholders (or their representative(s)), in each case as procedures set forth on Exhibit A heretoin this Letter Agreement, it shall promptly provide notice to all the other parties hereto describing such additional procedure(s).

Depositary Procedures. The Company instructs the Depositary, and the Depositary agrees upon the terms, terms and subject to the conditions, terms set forth in this letter agreement, to (i) establish certification procedures to enable (x) the deposit of up to an aggregate of 4,538,200 11,182,600 Restricted Shares by one or more the Selling Stockholders Stockholder in anticipation the context of the Sale of the Sale ADSs Selling Stockholder Sale, in order to further 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, Agreement as supplemented by the terms of this letter agreement, to the Selling Stockholders agreement and (y) the transfer of the Restricted ADR(s) ADR (and the Restricted ADSs evidenced thereby thereby) and the withdrawal of the Restricted Shares represented by Restricted ADSs, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, terms and subject to the conditions, conditions set forth in the Deposit Agreement, Agreement as supplemented by the terms of this letter agreement, and (ii) in accordance with the transactions contemplated by the Selling Stockholder Sale, issue a Restricted ADR(s) evidencing ADR representing such Restricted ADSs in the name of the Selling Stockholders Purchaser (or their its representative(s)) in denominations designated by the Selling Stockholders Company (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with deposited by the CustodianSelling Stockholder under the terms of this letter agreement) and to deliver the Restricted ADR(s) ADR so issued to the Selling Stockholders (Purchaser or their 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, terms and subject to the conditions, terms set forth in this letter agreement, to (i) establish certification procedures to enable (x) the deposit of up to an aggregate of 4,538,200 Restricted Shares by one or more Selling Stockholders the Company in anticipation the context of the Sale of the Sale ADSs in order to further 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, Agreement as supplemented by the terms of this letter agreement, to the Selling Stockholders agreement and (y) the transfer of the Restricted ADR(s) (and the Restricted ADSs evidenced thereby thereby) and the withdrawal of the Restricted Shares represented by Restricted ADSs, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, terms and subject to the conditions, conditions set forth in the Deposit Agreement, Agreement (as supplemented by the terms of this letter agreement), and (ii) issue Restricted ADR(s) evidencing representing such Restricted ADSs in the name of the Selling Stockholders Purchaser (or their its representative(s)) in denominations designated by the Selling Stockholders Company (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with the Custodiandeposit) and to deliver the Restricted ADR(s) so issued to the Selling Stockholders (Purchaser or their 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, terms and subject to the conditions, terms set forth in this letter agreement, to (i) establish certification procedures to enable (x) the deposit of up to an aggregate of 4,538,200 6,720,260 Restricted Shares by one or more Selling Stockholders the Company in anticipation the context of the Sale of the Sale ADSs Sale, in order to further 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, to the Selling Stockholders agreement and (y) the transfer of the Restricted ADR(s) ADR (and the Restricted ADSs evidenced thereby thereby) and the withdrawal of the Restricted Shares represented by Restricted ADSs, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, terms and subject to the conditions, conditions set forth in the Deposit Agreement, as supplemented by the terms of this letter agreement, and (ii) in accordance with the transactions contemplated by the Sale, issue a Restricted ADR(s) evidencing ADR representing such Restricted ADSs in the name of the Selling Stockholders Purchaser (or their its representative(s)) in denominations designated by the Selling Stockholders Company (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with deposited by the CustodianCompany under the terms of this letter agreement) and to deliver the Restricted ADR(s) ADR so issued to the Selling Stockholders (Purchaser or their 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, terms and subject to the conditions, terms set forth in this letter agreement, to (i) establish certification procedures to enable (x) the deposit of up to an aggregate of 4,538,200 4,600,200 Restricted Shares by one or more Selling Stockholders the Company in anticipation of the Sale of the Sale ADSs in order to further 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, Agreement as supplemented by the terms of this letter agreement, to the Selling Stockholders (y) the transfer of the Restricted ADR(s) (and the Restricted ADSs evidenced thereby thereby) and the withdrawal of the Restricted Shares represented by Restricted ADSs, and (z) the exchange of the Restricted ADSs for Sale ADSs upon the terms described below, in each case upon the terms, terms and subject to the conditions, conditions set forth in the Deposit Agreement, Agreement (as supplemented by the terms of this letter agreement), and (ii) issue Restricted ADR(s) evidencing representing such Restricted ADSs in the name of the Selling Stockholders Sellers (or their representative(s)) in denominations designated by the Selling Stockholders Company (not, in the aggregate, exceeding the corresponding number of Restricted Shares on deposit with the Custodiandeposit) and to deliver the Restricted ADR(s) so issued to the Selling Stockholders (Sellers or their representative(s)), in each case as set forth on Exhibit A hereto.