ADSs. In the event that the Company pursues an offering or listing of ADSs in the United States, the Company will use its best efforts to file a Registration Statement on Form F-6 which registers a number of ADSs that is sufficient to allow the Designated Holders to exercise their rights under, and sell their Registrable Securities in the United States in the manner contemplated by, Sections 3, 4 and 5 of this Agreement.
ADSs. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the ADSs shall be eligible for clearance and settlement through the facilities of DTC.
ADSs. To the extent applicable, the Company shall bear any fees and expenses in connection with (i) the issuance of ADSs representing Ordinary Shares acquired pursuant to a conversion of Notes or exercise of Warrants, including fees and expenses related to the issuance of new share certificates or ADSs, the updating of the Company’s register of members for any deposit of any Ordinary Shares with the Depositary or its designated custodian, the issuance of any legal opinions by counsel to the Company (if required) and ADS issuance fees and other charges of the Depositary and its custodian; and (ii) the process set forth in the Notes and the Warrants for removing any restrictive legends on any ADSs acquired pursuant to a conversion of Notes or exercise of Warrants, including the ADS issuance fees and other charges of the Depositary and its custodian in connection therewith.
ADSs. The ADSs issuable upon any conversion of a Note, when issued and delivered in the manner contemplated by such Note:
ADSs. Subject to any transfer restriction to which each Investor is subject, the Company shall use its commercially reasonable efforts to cause the Depositary to deliver ADSs to each Investor from time to time upon such Investor’s deposit of any Purchased Share with the Depositary or its designated custodian and the satisfaction of any other customary requirements under the Deposit Agreement and, in connection therewith, the Company shall cause new share certificate(s) to be issued and entries on the Company’s register of members to be entered with respect to such shares in the name of the Depositary, without restrictive legends, for the purpose of such deposit. In connection with each Investor’s deposit of any Purchased Shares and the issuance of ADSs representing such shares, the Company shall bear fees and expenses, if any, related to the cancellation of any share certificates representing such shares and issuance of new share certificates, the updating of the Company’s register of members of any deposit of such shares with the Depositary or its designated custodian, and if any legal opinion by the counsel to the Company is required in connection with the deposit of such shares, the issuance of such legal opinion, except that any ADS issuance fees and other charges of the Depositary and its custodian shall be borne by the applicable Investor.
ADSs. In the event that the Company pursues an offering or listing of ADSs in the United States, the Company will file a Registration Statement on Form F-6 which registers a number of ADSs that is sufficient to allow the Designated Holders to exercise their rights under, and sell their Registrable Securities in the United States in the manner contemplated by, Sections 3, 4 and 5 of this Agreement. In the event that the depositary of ADSs imposes any fees or expenses on any Designated Holder in connection with the deposit by such Designated Holder of its Registrable Securities in exchange for ADSs made by such Designated Holder for any reason, the Company shall pay all such fees and expenses.
ADSs. The Company agrees to use all reasonable efforts to cause the Depositary to deliver ADSs to the Investor from time to time upon the Investor’s transfer of any Shares to the Depositary or its designated custodian and the satisfaction of any other customary requirements under the Deposit Agreement and, in connection therewith, the Company shall instruct its registered office provider to update the register of members of the Company without restrictive legends in respect of such transfer of Ordinary Shares by the Investor to the Depositary or its designated custodian. In connection with the Investor’s transfer of any Shares to the Depositary or its designated custodian and the issuance of ADSs representing such shares, the Company shall bear fees and expenses, if any, related to updating of the Company’s register of members of any transfer of such shares with the Depositary or its designated custodian, the cancellation of any share certificates representing such shares and issuance of new share certificates, and if any legal opinion by the counsel to the Company is required in connection with the deposit of such shares, the issuance of such legal opinion, except that any ADS issuance fees and other charges of the Depositary and its custodian shall be borne by the Investor. The Company hereby agrees, until the Shares are eligible for sale by the Investor under Rule 144, to use commercially reasonable efforts to maintain the listing and trading of the ADSs on The Nasdaq Global Market (or other securities trading exchange operated by The Nasdaq Stock Market LLC, or its affiliates or successors) and to comply in all material respects with the Company’s reporting, filing and other obligations under the rules and listing standards thereof.
ADSs. Upon the due issuance by the Depositary of ADSs against the deposit of the Underlying Shares in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued under the Deposit Agreement and persons in whose names such ADSs are registered will be entitled to the rights of registered holders of ADSs specified therein and in the Deposit Agreement;
ADSs. The ADSs to be sold hereunder, issued by the ADS Depositary against the deposit of Shares in respect thereof in accordance with the provisions of the ADS Deposit Agreement, have been or will be duly and validly issued and the persons in whose names the ADR will be registered will be entitled to the rights specified therein and in the ADS Deposit Agreement.
ADSs. On or prior to the Closing Date, the ADSs shall be eligible for clearance and settlement through the facilities of DTC. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date and/or the Option Closing Date, as applicable, which termination shall be without liability on the part of any party to any other party, except that Section 4 (with respect to the reimbursement of reasonable out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.
