Depositary Agreement. BAFC and the Depositary shall have executed and delivered the Depositary Agreement; such Agreement shall be in full force and effect; and the Administrative Agent shall have received a fully executed counterpart thereof.
Depositary Agreement. The Issuer and the Depositary shall have executed and delivered the Depositary Agreement, which shall be in full force and effect, and the Collateral Agent shall have received a fully executed counterpart thereof.
Depositary Agreement. The Agent and the Company have entered into a separate Depositary Agreement, of which a copy is annexed hereto.
Depositary Agreement. The Liquidity Agent shall have received executed counterparts of the Depositary Agreement, dated as of the Closing Date, duly executed by DTFC and the Depositary, and all of the conditions to the effectiveness thereof set forth therein shall have been satisfied in all respects.
Depositary Agreement. In the event of any conflict between the provisions set forth in this Section 2.16 and those set forth in the Depositary Agreement, the provisions of the Depositary Agreement shall supersede and control the terms and provisions of this Section 2.16.
Depositary Agreement. Each of the Lenders hereby acknowledges that it has received and reviewed a copy of the Depositary Agreement and agrees to be bound by the terms thereof. Without limiting the generality of the foregoing, each Lender (and each Person that becomes a Lender hereunder pursuant to Section 11.5) and each other Secured Party hereby (a) authorizes and directs Administrative Agent to designate and appoint The Bank of New York Mellon to act as Depositary Agent of such Lender under the Credit Documents pursuant to Section 2.1 of the Depositary Agreement, (b) authorizes and directs each Agent to execute the Depositary Agreement and the other Credit Documents to which it is a party on behalf of such Lender or Secured Party and agrees that the Agents may take such actions on behalf of such Lender or Secured Party as are contemplated by the terms of the Depositary Agreement, and (c) acknowledges that Depositary Agent is acting as Depositary Agent for all of the Secured Parties and not solely the Lenders.
Depositary Agreement. 14 TABLE OF CONTENTS (continued) Page
Depositary Agreement. 2.4 5 DGCL........................................................ 1.1 1 ERISA....................................................... 4.10(a) 15 ESPP........................................................ 7.17 39 Exchange Act................................................ 4.5(b) 12 Exchange Agent.............................................. 3.1 6
Depositary Agreement. The Depositary Agreement, duly executed and delivered by the Company, the Collateral Agent and the Depositary Bank specified therein, with respect to establishment, maintenance and operation of the accounts of the Company contemplated to be maintained with the Collateral Agent.
Depositary Agreement. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization, execution, delivery and performance of the Depositary Agreement will be taken prior to Closing. The Depositary Agreement will constitute a valid and binding obligation of the Company enforceable in accordance with its terms. Upon the issuance of the ADRs the holders thereof will be entitled to the rights specified in the Depositary Agreement and the description thereof set forth in the Offering Memorandum.
