Common use of Depositary Instructions Clause in Contracts

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 At or prior to the Closing 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 in the form previously provided to the Company (the “Irrevocable Depositary Instructions”) to execute and deliver ADSsADRs or credit ADSs to the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares ADS Securities in such amounts as specified from time to time by each Buyer to the Company pursuant to the terms Company. If a Buyer effects a sale, assignment or transfer of the Certificate of DesignationsADS Securities, 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 Securitiesshall, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided permitted by applicable law, permit the transfer and shall promptly instruct the Depositary to execute and deliver one or more ADRs or credit ADSs to the applicable balance accounts at DTC in this Agreement such name and the other Transaction Documentsin such denominations as specified by such Buyer 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 Buyerseach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(c), that the Buyers 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. At or prior to the Closing, 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 requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or ADRs or the issuance of such opinion shall be borne by the Company.

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, and any subsequent depositary for its ADS, in the form of Exhibit C attached hereto (the "Irrevocable Depositary Instructions") to deliver ADSsissue 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 Conversion Shares 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 pursuant to the terms upon exercise of the Certificate of Designations, substantially in the form attached hereto as Exhibit C (the "Irrevocable Depositary Instructions")Warrants. The Company represents and warrants that no instruction other than the Irrevocable Depositary Instructions referred to in this Section 5 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to the Depositary and any subsequent depositary with respect to the SecuritiesDepositary, 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 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 Buyer to effect such sale, transfer or 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 cause the Depositary to issue such Securities to the Buyer, assignee or 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 the Buyersa Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(b), that the Buyers 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.

Depositary Instructions. The At or prior to the Closing in connection with the delivery of the 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 Section 5(d) below, 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 in the form previously provided to deliver ADSsthe Company (the “Irrevocable Depositary Instructions”) to issue ADR certificates or credit ADSs to the applicable balance accounts at DTC, as applicable, registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares ADR Securities in such amounts as specified from time to time by each Buyer to the Company pursuant to the terms Company. If a Buyer effects a sale, assignment or transfer of the Certificate of DesignationsADR Securities, 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 Securitiesshall, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided permitted by applicable law, permit the transfer and shall promptly instruct the Depositary to issue one or more ADR certificates or credit ADRs to the applicable balance accounts at DTC in this Agreement such name and the other Transaction Documentsin such denominations as specified by such Buyer 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 Buyerseach Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 5(c) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 55(c), that the Buyers 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 requested by the Depositary. Any fees (with respect to the Depositary, counsel to the Company or otherwise) associated with the issuance of any ADSs or the issuance of such opinion shall be borne by the Company.