Common use of Deposit Arrangement Clause in Contracts

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, 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 I 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 I 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).

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, 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 I II 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 I II 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).and

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 timetime 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 I 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 I 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).

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, 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 I II 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 I II 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).