Depositary Instructions Sample Clauses
The Depositary Instructions clause outlines the procedures and requirements for providing directions to a depositary regarding the handling, safekeeping, or transfer of assets or documents. Typically, this clause specifies who is authorized to issue instructions, the form such instructions must take (such as written or electronic), and any verification processes required to ensure authenticity. Its core practical function is to ensure that the depositary acts only on valid and authorized instructions, thereby safeguarding the interests of the parties and reducing the risk of unauthorized transactions or errors.
Depositary Instructions. The Company shall issue irrevocable instructions to the Depositary and any subsequent depositary or transfer agent in a form acceptable to each of the Purchasers (the “Irrevocable Instructions”) to issue certificates or credit ADSs to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Purchaser or its nominee(s), for the maximum number of Ordinary Shares and Warrant ADSs (as applicable) issuable from time to time by each Purchaser to the Company, including upon exercise of all the Warrants issuable pursuant to this Agreement, subject to any applicable rules and regulations of the Principal Market. The Company represents and warrants that no instruction other than the Irrevocable Instructions referred to in this Section 4.2, will be given by the Company to the Depositary with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Purchaser effects a sale, assignment or transfer of any Securities, the Company shall permit the transfer and shall promptly instruct its Depositary to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchasers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.2 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.2, that the Purchasers 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 Instructions, if requested or required, as applicable, by the Depositary, to the Depositary as follows: (i) upon each exercise of the Warrants (unless such issuance is covered by a prior legal opinion previously delivered to the Depositary) and (ii) on each date a registration statement with respect to the issuance or resale ...
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. The Company shall have delivered to the Depositary irrevocable instructions to issue to Purchaser or in such nominee name(s) as designated by Purchaser in writing such number of Shares subscribed for hereunder in the form of Restricted ADRs.
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.
Depositary Instructions. For any time while there is a Registration Statement in effect for this transaction, and subject to Applicable Laws, the Company shall use commercially reasonable efforts to cause (including, if necessary, by causing legal counsel for the Company to deliver an opinion) the Depositary to remove restrictive legends from the ADSs purchased by the Investor pursuant to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Depositary, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein, including representations by the Investor and/or a customary broker’s representation letter confirming, among other things, that the Investor has resold such ADSs in a manner described under the caption “Plan of Distribution” in the Registration Statement and otherwise in compliance with this Agreement (including confirmation of compliance with any relevant prospectus delivery requirements).
Depositary Instructions. Prior to the date (the “Effective Date”) of the initial Registration Statement (as defined in the Registration Rights Agreement) becoming effective under the Securities Act, Parent shall use commercially reasonably efforts to cause the Depositary to confirm, by written instrument or document reasonably acceptable to the Holder, its acceptance of instructions by the Parent to the Depositary to deliver, on an expedited basis, and otherwise in accordance with the provisions of this Agreement and the terms of each Conversion Notice, the number of Conversion ADSs issuable pursuant to each Conversion, for the avoidance of doubt, without any restrictive legend to the extent provided herein.
Depositary Instructions. Prior to the date (the “Effective Date”) of the initial Registration Statement (as defined in the Registration Rights Agreement) becoming effective under the Securities Act, Parent shall use commercially reasonably efforts to cause the Depositary to confirm, by written instrument or document reasonably acceptable to the Lender, its acceptance of instructions by the Parent to the Depositary to deliver, on an expedited basis, and otherwise in accordance with the provisions of the Note and the terms of each Conversion Notice (as defined in the Notes), the number of Conversion ADSs (as defined in the Notes) issuable pursuant to each Conversion Notice (as defined in the Notes), for the avoidance of doubt, without any restrictive legend to the extent provided in the Notes.