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 covenants and agrees that it will, at all times during the period the Warrant is outstanding, maintain a duly qualified independent ADS Depositary. Subject to Section 5(g), the Company warrants that it will not direct its ADS Depositary not to transfer or delay, impair, and/or hinder its ADS Depositary in transferring (or issuing and delivering) (electronically or in certificated form) any certificate or book-entry statement for Warrant ADSs to be issued to the Holder upon exercise of or otherwise pursuant to this Warrant as and when required by this Warrant (provided, however, that the ADS Depositary shall not be required to remove restrictive legends from the Warrant ADSs if it has not received customary and reasonable documentation with respect to such removal to its satisfaction and in accordance with this Warrant). Nothing in this Section shall affect in any way the Holder’s obligations to comply with all applicable prospectus delivery requirements, if any, upon resale of the Warrant ADSs. As a condition to any resale of the Warrant ADSs, (x) the Company, the ADS Depositary or the Transfer Agent may require an opinion of the Company’s legal counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent to the effect that such resale has been registered under the Securities Act pursuant to the Registration Statement or does not require registration under the Securities Act pursuant to an available exemption therefrom, and (y) the Investor shall provide to the Company, its legal counsel, the ADS Depositary, and the Transfer Agent such representations by the Investor and/or the broker executing such resale or other documentation required by the Company, its legal counsel, the ADS Depositary, and the Transfer Agent in support of such opinion. If the Company fails to cause its legal counsel to provide the legal opinion described in the immediately preceding sentence in connection with a resale effected pursuant to an exemption from registration under the Securities Act (including Section 4(a)(1) of the Securities Act and the Rule 144 safe harbor thereunder) and if permitted by the ADS Depositary and the Transfer Agent, the Investor shall have the right to provide an opinion of a legal counsel selected by the Investor and reasonably acceptable to the Company, which opinion shall be in form and substance satisfactory to the Company (together with any ...
Depositary Instructions. Upon any conversion of the Notes in accordance with the applicable Conversion Notice (as defined in the Notes), and only to the extent the Conversion ADSs to be delivered do not originate from the treasury ADSs the Company shall issue instructions to the Depositary in the form previously provided by the Depositary to the Company (the “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 amounts as specified by such Investor (or its designee) shall request. The Depositary shall issue such 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 opinions referred to in the Procedures Letter from the Company to Depositary (or its successor) on each 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 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 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. 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. 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.
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. 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. 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. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement) and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver an opinion) the Depositary to remove restrictive legends from 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 transfer agent, 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.