Issuance of Restricted ADSs. In the event that any Notes are converted by an Affiliate of the Company or otherwise not convertible into freely transferable securities, the Company may need to cause restricted Shares to be issued and deposited with the Custodian and may need to instruct the Depositary to issue Restricted ADSs in respect thereof, in each case upon the terms set forth in a Restricted ADS Letter Agreement to be entered into by the Company and the Depositary (the “Restricted ADS Letter Agreement”).
Issuance of Restricted ADSs. The Depositary shall issue Restricted ADSs hereunder upon (a) the deposit of Shares with the Custodian in accordance with the provisions hereof, (b) receipt by the Depositary of issuance instructions in compliance with the provisions of this Restricted Issuance Agreement, and (c) compliance with any other applicable provisions of this Restricted Issuance Agreement (including compliance with the provisions of the Deposit Agreement as incorporated and revised herein) and the form of Restricted ADR (attached hereto). Any Restricted ADSs issued in connection with a Transaction or on the transfer, split-up or combination thereof shall contain a restrictive legend substantially to the following effect: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED, TRANSFERRED OR DISPOSED OF EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR (ii) PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND DEPOSITARY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER, DISTRIBUTION, TRANSFER OR DISPOSAL. In addition to the legend set forth above, Restricted ADSs representing Shares deposited by a Depositor or permitted transferees of a Depositor may bear such additional legends (collectively with the legend set forth above, the “Legends”) as the Company and the Depositary may reasonably agree from time to time.
Issuance of Restricted ADSs. In the event that any Notes are converted (i) by an Affiliate of the Company or (ii) within six (6) months after the issuance of the Notes, the Company may need to cause restricted CPOs to be issued and deposited with the Custodian and may need to instruct the Depositary to issue Restricted ADSs in respect thereof, in each case upon the terms set forth in the Restricted ADS Letter Agreement entered into by the Company and the Depositary as of the date hereof (the “Restricted ADS Letter Agreement”).
Issuance of Restricted ADSs. The Depositary shall issue Restricted ADSs hereunder upon (a) the deposit by the Company of Limited Transfer Securities with the Custodian in accordance with the provisions hereof; (b) receipt by the Depositary of (i) issuance instructions in compliance with the provisions of this Restricted Issuance Agreement, (ii) the Certificate and Agreement of the Company set forth in Exhibit B hereof (or such other form as the Depositary may reasonably request) with respect to such Restricted ADSs and the underlying Shares represented thereby (“Underlying Shares”), and (iii) such other certifications, agreements and documents as the Depositary may reasonably request, each in form and substance satisfactory to the Depositary; and (c) compliance with any other applicable provisions of this Restricted Issuance Agreement (including compliance with the provisions of the Unrestricted Deposit Agreement as incorporated by reference herein and revised hereby) and the form of Restricted ADR (attached as Exhibit A hereto).
Issuance of Restricted ADSs. This Restricted ADR is one of the Restricted ADRs issued under the Restricted Issuance Agreement. Subject to the further terms and provisions of the Restricted Issuance Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Restricted ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or Restricted ADSs. Every person depositing Shares under the Restricted Issuance Agreement represents and warrants that such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit of Shares and issuance of Restricted ADRs. The Depositary may refuse to accept for deposit under the Restricted Issuance Agreement any Shares required to be registered under the Securities Act of 1933 and not so registered. The Depositary may refuse to accept for such deposit any Shares identified by the Company in order to facilitate the Company’s compliance with such Act.
