Deposit Arrangement Sample Clauses

Deposit Arrangement. Notwithstanding anything to the contrary herein but subject to Section 5.04, to the extent permitted by Applicable Law, upon written request by the Purchaser or any of its Affiliates at any time and from time to time after the expiration of the Lock-Up Period, the Seller shall cause the Company to (a) do and perform, or cause to be done and performed, such acts and things (including to provide any consent or confirmation and to satisfy any other procedural or substantive requirements under the Deposit Agreement), and shall execute and deliver such other agreements, certificates, instruments and documents, as may be necessary or reasonably requested by the Purchaser or any of its Affiliates, in order to effect the conversion into ADSs (free of any restrictive legend) of all or a portion of the Sale Shares and Reinvestment Shares owned by the Purchaser and/or its Affiliates as set forth in such written request, and (b) otherwise use its commercially reasonable efforts to facilitate and effect (or cause to be facilitated and effected) the conversion of such Sale Shares and Reinvestment Shares into ADSs (free of any restrictive legend) in accordance with the Deposit Agreement, in each case as soon as practicable (and in any event shall be within fourteen (14) calendar days) after the date that is the later to occur of receipt of such written request from the Purchaser and the conversion requested by the Purchaser or any of its Affiliates being permitted under Applicable Law and the Company’s xxxxxxx xxxxxxx policy; provided, however, (i) that failure to complete the conversion within such 14-day time period for reasons on the part of the Purchaser or any of its Affiliates, or reasons on the part of the depositary bank, the Cayman share registrar or other parties involved in the process that are beyond the Seller’s or the Company’s control, shall not constitute the Seller’s breach of this Section 5.05, and (ii) that none of the Seller, the Company and their respective Affiliates shall be responsible for any fees or expenses incurred solely as a result of effecting the deposit arrangement referred to in this Section 5.05, such as ADS conversion fees (other than any fees or expenses that would be required to be paid without the deposit arrangement hereunder pursuant to the applicable deposit agreement or otherwise).
Sample 1See All (4)
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Deposit Arrangement. To the extent permitted by applicable law, upon written request by any Purchaser at any time and from time to time, the Company shall (a) do and perform, or cause to be 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 the Deposit Agreement), and shall execute and deliver all such other agreements, certificates, instruments and documents, as may be necessary or reasonably requested by such Purchaser, in order to effect the conversion into ADSs (free of any restrictive legend) of all or a portion of the Conversion Shares owned or acquired by such Purchaser as set forth in such written request, and (b) shall otherwise use its best efforts to facilitate and effect (or cause to be effected) the conversion of such Conversion Shares into ADSs (free of any restrictive legend), in each case as soon as practicable and in any event within seven (7) days after receipt of such written request. The Company and its Affiliates shall pay any and all fees and expenses incurred as a result of effecting the deposit arrangement referred to in this ‎Section 6.6, including ADS conversion fees.
Sample 1
Deposit Arrangement. The Company acknowledges that the Purchaser intends to, subject to Applicable Laws and the terms and conditions of this Agreement and after the expiration or termination of the Lock-Up Period, convert all or a portion of the Purchased Shares into American Depository Shares (“ADSs”) for future sale (the “ADS Conversion”). In the event that the Purchaser makes a written request of ADS Conversion to the Company after the Lock-Up Period and the Company is reasonably satisfied, based on an opinion of an outside counsel contemplated by Section 3.4 below, that the resale of the Purchased Shares is permitted by and in compliance with Rule 144 under the Securities Act (“Rule 144”), the Company shall use its best efforts to facilitate, and the Purchaser shall use its reasonable efforts to cooperate with the Company to facilitate, the ADS Conversion, including but not limited to, as applicable, directing the depositary bank, share registrar, transfer agent and legal counsel to take all necessary actions (including the removal of restrictive legend) in accordance with the procedures for conversion of Ordinary Shares into ADSs. Such ADSs shall be listed on a major United States national securities exchange which is registered with the U.S. Securities and Exchange Commission. The Company shall be responsible for all fees and expenses associated with or arising from effecting the deposit arrangement referred to in this Section 3.3, including ADS conversion fees.
Sample 1
Deposit Arrangement. If the Purchaser elects to receive Class A Ordinary Shares upon the conversion of all or any portion of the principal amount of the Notes, then to the extent permitted by applicable law and based on the conditions that the Purchaser is not an “affiliate” (as such term is defined under Rule 144) of the Company and has met the relevant holding period as required under Rule 144, upon written request by the Purchaser at any time and from time to time, the Company shall (a) do and perform, or cause to be 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 the Deposit Agreement), and shall execute and deliver all such other agreements, certificates, instruments and documents, as may be necessary or reasonably requested by such Purchaser, in order to effect the issuance of ADSs (free of any restrictive legend) against deposit of all or a portion of the Conversion Securities that are Class A Ordinary Shares owned or acquired by such Purchaser as set forth in such written request, and (b) shall otherwise use its best efforts to facilitate and effect (or cause to be effected) the issuance of ADSs (free of any restrictive legend) against deposit of Conversion Securities, in each case as soon as practicable and in any event within ten (10) Business Days after receipt of such written request from the Purchaser, in each case which request may be made in anticipation of conversion of Notes or thereafter. The Company shall pay any and all fees and expenses payable or otherwise incurred by the Purchaser as a result of effecting the deposits and issuances referred to in this Section 5.5, including ADS surrender and issuance fees payable to the Depositary.
Sample 1
Deposit Arrangement. To the extent permitted by Applicable Law and the Company’s securities trading policy, upon written request by the Purchaser or any of its applicable Affiliate, the Company shall facilitate and consent to the deposit of any or all of the Subscription Shares or other Class A Ordinary Shares owned or acquired by the Purchaser and any Affiliates of the Purchaser with the depositary for the issuance of the Company’s ADSs (free of any restrictive legend) in accordance with the Deposit Agreement between the Company, Deutsche Bank Trust Company Americas as depositary (or such other depositary bank with which the Company may enter into any depositary or similar agreement in connection with its ADS program), and all holders and beneficial owners of American depositary shares issued thereunder (as may be amended or replaced from time to time). Without limiting the generality of the foregoing, to the extent permitted by Applicable Law and the Company’s securities trading policy, the Company agrees to (i) execute, deliver and provide such instrument or document, and carry out any other necessary or appropriate action, as may be reasonably requested or required by such depositary, the Purchaser or its securities broker, and (ii) to the extent any legal opinion is required, procure that such depositary accept any legal opinion issued by such qualified legal counsel as may be reasonably designated by the Purchaser or its applicable Affiliate in its discretion, in each case of clauses (i) and (ii) above, in connection with the deposit of Class A Ordinary Shares, the issuance of ADSs and/or the removal of any restrictive legend. The Company and its Affiliates shall not be responsible for any fees or expenses incurred solely as a result of effecting the deposit arrangement referred to in this ‎Section 5.02, such as ADS conversion fees (other than any fees or expenses that would be required to be paid without the deposit arrangement hereunder pursuant to the applicable deposit agreement or otherwise).
Sample 1

Related to Deposit Arrangement

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • PAYMENT ARRANGEMENTS 4.1 Within 30 calendar days following the signature of the agreement by both parties, and no later than the start date of the mobility period or upon receipt of confirmation of arrival, a pre-financing payment shall be made to the participant representing [between 50% and 100%] of the amount specified in Article 3 [NA may add: per semester]. In case the participant did not provide the supporting documents in time, according to the sending institution's timeline, a later payment of the pre-financing can be exceptionally accepted. 4.2 If the payment under article 4.1 is lower than 100% of the financial support, the submission of the on-line EU survey shall be considered as the participant's request for payment of the balance of the financial support. The institution shall have 45 calendar days to make the balance payment or to issue a recovery order in case a reimbursement is due.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

  • Benefit Arrangements Each Benefit Arrangement has been maintained in compliance, in all material respects, with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement, including without limitation, the Code, and with all plan documents. Except as set forth in SCHEDULE 4.8 and except as provided by law, the employment of all persons presently employed or retained by the Company is terminable at will.

  • Custody Arrangements The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • THE DEPOSIT AGREEMENT This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement dated as of __________, 2021 (herein called the “Deposit Agreement”) among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of those Shares and held thereunder (those Shares, securities, property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary's Office in New York City and at the office of the Custodian. The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

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