Conversion into ADSs. To the extent that any holder of Series A-1 Preferred Shares elects to convert its Series A-1 Preferred Shares into ADSs pursuant to Section 7.1 or Section 7.2, the Company shall (i) do and perform, or cause to done and performed, all such acts and things (including to provide any consent or confirmation and to satisfy any other procedural or substantive requirements under that certain deposit agreement dated April 20, 2011 among the Company, Citibank, N.A. (as depositary, the “Depositary”) and the holders and beneficial owners of American depositary shares issued thereunder (as amended, restated, supplemented or modified from time to time)), and shall execute and deliver all such other agreements, certificates, instruments and documents, as may be necessary or reasonably requested by such holder, in order to effect the conversion into ADSs of the Series A-1 Preferred Shares being converted, and (ii) shall otherwise facilitate and effect (or cause to be effected) the conversion of such Series A-1 Preferred Shares into ADSs and deliver such ADSs to such holder in accordance with Section 7.3(a) or Section 7.3(b) (as the case may be) (including the time periods set forth therein). The Company, on the one hand, and the applicable holder(s) of Series A-1 Preferred Shares that are being converted, on the other hand, shall each pay fifty percent (50%) of the fees and expenses incurred as a result of effecting the deposit arrangement referred to in this Section 7.3(c), including ADS conversion fees.
Conversion into ADSs. (i) The number of ADSs issuable upon conversion of any Principal amount being converted pursuant to this Note shall be determined by dividing (x) such Principal amount being converted by (y) the then applicable Conversion Price, as adjusted by the then applicable ADS-to-Share ratio.
Conversion into ADSs. The Company agrees to deposit with the ADS Custodian a sufficient number of Ordinary Shares to be represented by the ADSs a converting holder is entitled to receive upon conversion. Such Ordinary Shares will be registered in the name of the ADS Depositary or its nominee and deposited in accordance with the terms of the applicable Deposit Agreement. Upon delivery to and deposit with the ADS Custodian for the ADS Depositary of the number of Ordinary Shares to be represented by the ADSs issuable upon conversion, and receipt by the ADS Depositary of the applicable issuance fees to be paid by the Company and applicable written acknowledgments, certifications and agreements required by the Deposit Agreement, the Company shall, pursuant to the terms of the Deposit Agreement, use its best effort to cause the ADS Depositary to deliver the ADSs to or to the order of the converting Noteholder. The Company agrees to take all such action and obtain all such approvals, including, without limitation, the specific registration with the relevant authority in the Cayman Islands and the PRC, with respect to the conversion of the Notes into Ordinary Shares and the issuance of ADSs representing such Ordinary Shares upon deposit in the ADS facility. If the Company's ADS facility maintained with the ADS Depositary is terminated for any reason, the Notes will become convertible into Ordinary Shares, if any in the same manner set forth in Section 15.02. In such case, all references in this Indenture and the Notes to the ADSs will be deemed to refer to the Ordinary Shares, all references to the Last Reported Sale Price of the ADSs will be deemed to refer to the Last Reported Sale Price of the Ordinary Shares, and other appropriate adjustments, including adjustments to the applicable Conversion Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. Dollars and any other currency are required, the exchange rate in effect on the date of determination will apply.
