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 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 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. The Company shall deposit 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(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 Company shall issue irrevocable instructions to the Depositary, and any subsequent depositary for its ADS, in the form 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 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 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 a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 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 5(b), that 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 Borrower shall have not (i) revoked or in any way modified the instructions to establish the accounts as set forth in Section 1(a) or 1(c) of the Depositary Agreement or (ii) received the notice referred to in Section 1(b) of the Depositary Agreement.
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. 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.