0001193805-17-000025 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • January 6th, 2017 • Citibank,N.A./ADR • Services-computer processing & data preparation • New York

DEPOSIT AGREEMENT, dated as of May 4, 2011, by and among (i) Renren Inc., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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Citibank, N.A. - ADR Department New York, New York 10013
Letter Agreement • January 6th, 2017 • Citibank,N.A./ADR • Services-computer processing & data preparation • New York

Reference is made to the Deposit Agreement, dated as of May 4, 2011, as amended and supplemented from time to time (the "Deposit Agreement"), by and among Renren Inc., a company organized under the laws of the Cayman Islands (the "Company"), Citibank, N.A., a national banking association ("Citibank") organized and existing under the laws of the United States of America, as Depositary (the "Depositary"), and the Holders and Beneficial Owners of American Depositary Shares (the "ADSs") issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

Renren Inc. 5/F, North Wing Chaoyang District, Beijing 100016 People’s Republic of China
Citibank,N.A./ADR • January 6th, 2017 • Services-computer processing & data preparation • New York

Reference is made to (i) the Deposit Agreement, dated as of May 4, 2011, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Renren Inc., a company organized under the laws of the Cayman Islands (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder, and (ii) the letter agreement, dated as of October 20, 2011 (the “Letter Agreement”) by and between the Company and the Depositary in respect of the issuance of restricted ADSs. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Letter Agreement.

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