Depositary Instructions. The Company shall have delivered to the Depositary irrevocable instructions to issue to such Purchaser or in such nominee name(s) as designated by such Purchaser in writing such number of Shares set forth opposite such Purchaser’s name on Exhibit A hereto in the form of Restricted ADRs.
Depositary Instructions. The Company shall deposit Class A Ordinary Shares with the Depositary’s Custodian and such other documents and opinions as the Depositary shall reasonably request including issue irrevocable delivery order instructions to the Depositary to deliver ADSs, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company pursuant to the terms of the Certificate of Designations, substantially in the form attached hereto as Exhibit C (the "Irrevocable Depositary Instructions"). The Company represents and warrants that no instruction other than the Irrevocable Depositary Instructions referred to in this Section 5 will be given by the Company to the Depositary and any subsequent depositary with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyers shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
Depositary Instructions. Upon the issuance of the Pre-Delivery ADSs at the Closing in accordance herewith and upon any conversion of the Notes in accordance with the applicable Conversion Notice (as defined in the Notes), the Company shall issue irrevocable instructions to the Depositary in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to issue to such Investor (or its designee) one or more ADR certificates or credit ADSs to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor (or its designee) shall request. The Depositary shall issue such Pre-Delivery ADSs and Conversion ADSs to such Investor (or designee) without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)(ii) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b)(ii) that each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary (or its successor) on the Closing Date. Any fees (with respect to the Registrar Service Provider, the Depositary, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.
Depositary Instructions. The Borrower shall have (i) not revoked or in any way modified the instructions to establish the accounts as set forth in Sections 1(a) and 1(c) of the Depositary Agreement or (ii) received a notice of the kind referred to in the last sentence of Section 1(b) of the Depositary Agreement.
Depositary Instructions. If requested by Investor, the Shareholders shall deliver to the Company on the Closing Date sufficient letters addressed to each bank, savings and loan association and securities dealer with which the Company maintains an account or safe deposit box designating the names of the Persons (determined by the Company) authorized to draw thereon or transact business therein after the Closing, accompanied by new resolutions furnished by the Company with a request that such resolutions take effect as of the Closing Date except for clearance of checks in the process of clearance, and sufficient letters to each depositary or custodian amending the deposit or custodian agreements in the manner specified and required by Investor accompanied by all passbooks, keys or other data, or articles required for access thereto, and the combination of all sales, vaults and other places of safekeeping or storage.
Depositary Instructions. The Shareholders shall have caused the Company to deliver to the Buyer or the Merger Subsidiary sufficient letters addressed to each bank, savings and loan association and securities dealer with which the Company maintains an account or safe deposit box designating the names of the persons (determined by the Buyer or the Merger Subsidiary) authorized to draw thereon or transact business therein after the Closing, accompanied by new resolutions furnished by the Buyer or the Merger Subsidiary with a request that such resolutions take effect on the Closing Date, but immediately after the Closing except for clearance of checks in the process of clearance, and sufficient letters to each depositary or custodian amending the deposit or custodian agreements in the manner reasonably specified and required by the Buyer or the Merger Subsidiary accompanied by all passbooks, keys or other data, or articles required for access thereto, and the combination of all safes, vaults and other places of safekeeping or storage.
