Common use of Depositary Instructions Clause in Contracts

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. Upon The Company shall instruct its Depositary to issue certificates, registered in the issuance name of Purchaser or its nominee, for the Shares and Warrant Shares in such amounts as specified from time to time by Purchaser to the Company and the Depositary. Such certificates shall bear a legend only in the form of the Pre-Delivery ADSs at Legend and only to the Closing extent permitted by Section 5.1 above. The Company warrants that no instruction other than such instructions referred to in accordance herewith this Article V, and upon any conversion no stop transfer instructions other than stop transfer instructions to give effect to Section 2.6 hereof in the case of the Notes Shares and Warrant Shares prior to registration thereof under the Securities Act, will be given by the Company to its Depositary and that the Securities shall otherwise be freely transferable on the books and records of the Company. Nothing in accordance this Section shall affect in any way Purchaser's obligations and agreement set forth in Section 5.1 hereof to resell the Securities pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of applicable Conversion Notice securities laws. Without limiting any other rights of Purchaser or obligations of the Company, if (as defined a) Purchaser provides the Company with an opinion of counsel, which opinion of counsel shall be in form, substance and scope customary for opinions of counsel in comparable transactions (the Notesreasonable cost of which shall be borne by the Company), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration or (b) Purchaser transfers Securities pursuant to Rule 144, the Company shall issue irrevocable instructions permit the transfer, and promptly instruct its Depositary and take all actions necessary to the cause its 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 denomination as specified by Purchaser in order to effect such Investor (a transfer or its designee) shall request. The Depositary shall issue such Pre-Delivery ADSs and Conversion ADSs to such Investor (or designee) without any restrictive legendsale. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each BuyerPurchaser by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)(ii) Article V 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) Article V, that each Buyer Purchaser 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. Upon Following the issuance delivery of the Pre-Delivery ADSs at the Closing in accordance herewith and upon any conversion of the Notes in accordance with the applicable Conversion Fixed Purchase Notice, VWAP Purchase Notice (as defined in the Notes)or Additional VWAP Purchase Notice, the Company shall issue irrevocable instructions to the Depositary, or any subsequent depositary, a form of instruction letter in substantially the form attached hereto as Exhibit C or agreed to by the parties (the “Depositary Instruction Letter”), to advise the Depositary of the Commencement. All Purchase Shares and Commitment Shares, if any, to be issued from and after the Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is in effect, no instruction other than instruction letters in the form of the Depositary Instruction Letter referred to in this Section 6 will be given by the Company to the Depositary in the form previously provided with respect to the Purchase Shares or the Commitment Shares, if any, from and after Commencement, and the Purchase Shares and the Commitment Shares, if any, covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. If the Investor effects a sale, assignment or transfer of the Purchase Shares or the Commitment Shares, if any, the Company shall permit the transfer and shall promptly instruct the Depositary (the “Irrevocable Depositary Instructions”and any subsequent depositary) to issue to such Investor (or its designee) one or more ADR certificates or credit ADSs to the applicable balance accounts at DTC DWAC Shares in such name and in such denominations as specified by the Investor to effect such Investor (sale, transfer or its designee) shall request. The Depositary shall issue such Pre-Delivery ADSs and Conversion ADSs to such Investor (or designee) without any restrictive legendassignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyerthe Investor. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)(ii) 6 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) 6, that each Buyer the Investor shall be entitled, in addition to all other available remedies, to seek 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. 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 The Company shall issue irrevocable instructions to the Depositary Depositary, and any subsequent depositary for its ADS, in the form previously provided of Exhibit C attached hereto (the "Irrevocable Depositary Instructions") to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Purchased ADSs and the Warrants issued at the Closing or upon exercise of the Warrant ADSs in such amounts as specified from time to time by each Buyer to the Company (upon exercise of the “Warrants. The Company warrants that no instruction other than the Irrevocable Depositary Instructions”Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to the Depositary, 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. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall promptly cause the Depositary to issue to such Investor (or its designee) one or more ADR certificates or credit ADSs shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor (Buyer to effect such sale, transfer or its designee) assignment. In the event that such sale, assignment or transfer involves any Securities sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Company shall request. The cause the Depositary shall to issue such Pre-Delivery ADSs and Conversion ADSs Securities to such Investor (the Buyer, assignee or designee) transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)(ii5(b) 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) 5(b), that each a 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. Upon the issuance of the Pre-Delivery ADSs at At or prior to the Closing in accordance herewith and upon any conversion connection with the delivery of the Notes Purchased Shares, upon exercise of the Warrants and to satisfy such delivery obligations of the Company from the ADR Reserve (as defined below) in accordance with the applicable Conversion Notice (as defined in the Notes)Section 5(d) below, the Company shall issue irrevocable instructions to the Depositary in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to issue ADR certificates or credit ADSs to such Investor (the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its designee) respective nominee(s), for the ADR Securities in such amounts as specified from time to time by each Buyer to the Company. If a Buyer effects a sale, assignment or transfer of the ADR Securities, the Company shall, to the extent permitted by applicable law, permit the transfer and shall promptly instruct the Depositary to issue one or more ADR certificates or credit ADSs ADRs to the applicable balance accounts at DTC in such name and in such denominations as specified by such Investor (Buyer to effect such sale, transfer or its designee) shall request. The Depositary shall issue such Pre-Delivery ADSs and Conversion ADSs to such Investor (or designee) without any restrictive legendassignment. 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)(ii5(c) 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) 5(c), 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 use reasonable best efforts to cause its counsel to issue the legal opinion referred to in the Irrevocable Depositary Instructions to the Depositary (to the extent required or its successor) on requested by the Closing DateDepositary. Any fees (with respect to the Registrar Service Provider, the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

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 The Company shall deposit Class A Ordinary Shares with the applicable Conversion Notice (Depositary’s Custodian and such other documents and opinions as defined in the Notes), the Company 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 previously provided to the Company 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 issue to such Investor (or its designee) one or more ADR certificates or credit ADSs in this Section 5 will be given by the Company to the applicable balance accounts at DTC 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 such name this Agreement 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 legendthe other Transaction Documents. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyerthe Buyers. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)(ii) 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(b)(ii) 5, that each Buyer 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. 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.